Common use of Processing and Procedures Clause in Contracts

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 10 contracts

Samples: Transfer Agency Agreement (SKK Access Income Fund), Transfer Agency Agreement (Jackson Credit Opportunities Fund), Transfer Agency Agreement (Thirdline Real Estate Income Fund)

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Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form good order and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-1517Ad-15 under the 1934 Act. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 5 contracts

Samples: Transfer Agency Agreement (Alger Portfolios), Transfer Agency Agreement (Alger Global Focus Fund), Transfer Agency Agreement (Alger Funds Ii)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 4 contracts

Samples: Transfer Agency Agreement (EntrepreneurShares Series Trust), Transfer Agency Agreement (Fiera Capital Series Trust), Transfer Agency Agreement (Brinker Capital Destinations Trust)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders subscription applications and repurchase redemption requests with respect to the Shares Units of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day business day in accordance with the Fund’s ProspectusOffering Documents; provided, however, that Transfer Agent shall only accept purchase orders subscription applications from jurisdictions in which the Shares Units are qualified or otherwise eligible under applicable law(s) for sale, as indicated from time to time by the Fund or pursuant to an InstructionInstruction (all sales of Units to U.S. persons in a non-U.S. jurisdiction to be effectuated upon an Instruction from the Fund). It is hereby agreed that with respect to sales to U.S. persons in any non-U.S. jurisdiction, the Fund will not issue an Instruction to the Transfer Agent shall, as of the time at which the net asset value (“NAV”) of to accept such subscription applications until the Fund is computed on each Fund Business Day, issue has confirmed either (a) that there are no applicable requirements to the accounts specified qualify or register Units in a purchase order in proper form and accepted by such jurisdiction or (b) that the Fund has complied with any such requirements to qualify or register the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified Units in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instructionjurisdiction. Transfer Agent shall not be required to issue any Shares Units after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares Units has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares Units shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of SharesUnits, Transfer Agent shall cancel redeem the repurchased Shares Units and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the ProspectusFund’s Offering Documents. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase subscription for and each repurchase redemption of SharesUnits, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the ProspectusFund’s Offering Documents. It is understood that certificates for Shares Units have not been and will not be offered by the Fund or made available to ShareholdersLimited Partners. (viv) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods subscriptions and redemptions consistent with the terms of the ProspectusFund’s Offering Documents. Transfer Agent agrees to act in accordance with such procedures unless (i) it has received an Instruction not to do so, (2) it is permitted not to follow such procedures in accordance with the terms of this Agreement or (3) it is prohibited to do so by applicable law. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange purchase or transfer redemption of SharesUnits, as it may deem advisable and consistent with the Prospectus Fund’s Offering Documents and industry practice, provided that Transfer Agent will provide prior notice to the Fund of the establishment of any additional procedures, rules and requirements only applicable to the Fund. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 4 contracts

Samples: Transfer Agency Agreement (Tactical Diversified Futures Fund L.P.), Transfer Agency Agreement (Managed Futures Premier Graham L.P.), Transfer Agency Agreement (Ceres Tactical Macro L.P.)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on as of the last business day of each Fund Business Daycalendar month, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent, the Fund, and the Fund’s distributor (the “Distributor”) shall establish procedures for effecting commission and additional compensation to selling agents through which the Distributor has a selling group agreement or other financial arrangement with, including any periodic reporting necessary for the Distributor to perform its duties with respect to the Fund. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing proceduresprocedures if such actions and omissions do not constitute gross negligence, bad faith or willful misconduct by the Transfer Agent.

Appears in 4 contracts

Samples: Transfer Agency Agreement (StepStone Private Credit Income Fund), Transfer Agency Agreement (StepStone Private Markets), Transfer Agency Agreement (StepStone Private Infrastructure Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-1517Ad-15 under the 1934 Act. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 4 contracts

Samples: Transfer Agency Agreement (BCM Focus Funds), Transfer Agency Agreement (Destra Investment Trust), Transfer Agency Agreement (Aspiriant Global Equity Trust)

Processing and Procedures. (i) 4.01 Issuance, Redemption and Transfer Agent of Shares A. UMBFS agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery telephone or personal delivery on each Fund Business Day in accordance with the such Fund’s ProspectusProspectus and with Rule 22c-1 under the 1940 Act; provided, however, that Transfer Agent UMBFS shall only accept purchase orders from jurisdictions states in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an InstructionTrust. Transfer Agent UMBFS shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV net asset value per Share of the respective Fund specified in a communication an advice received on such Fund Business Day from or on behalf of the Fund. Transfer Agent UMBFS shall redeem from accounts not be responsible for the payment of any original issue or other taxes required to be paid by the Trust in connection with the issuance of any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instructionthis Agreement. Transfer Agent UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) B. Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent UMBFS shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) C. Except as otherwise provided in this paragraph, Transfer Agent UMBFS will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent UMBFS of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent UMBFS deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent UMBFS reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion guarantee of signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in SEC Rule 17Ad-15. Transfer Agent UMBFS also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer AgentUMBFS, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. UMBFS may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers (or such other statutes which protect it and the Trust in not requiring complete fiduciary documentation) and shall not be responsible for any act done or omitted by it in good faith in reliance upon such laws. Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, UMBFS shall be fully protected by each Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any Medallion signature guarantees, in connection with a redemption, exchange or transfer of Shares whenever UMBFS reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures described in the Prospectus. D. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent UMBFS shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an a computer tape or electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e)Article. (iv) E. In connection with each purchase and each repurchase redemption of Shares, Transfer Agent UMBFS shall send such statements as are prescribed by the federal Federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholdersinvestors. (v) Transfer Agent F. UMBFS and the Fund Trust shall establish procedures for effecting purchase, repurchase, exchange redemption or transfer transactions accepted from Shareholders investors by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent UMBFS may establish such additional procedures, rules and requirements regulations governing the purchase, repurchase, exchange redemption or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent UMBFS shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures. G. The Trust agrees to provide UMBFS with prior notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to UMBFS such documents, certificates, reports and legal opinions as UMBFS may reasonably request.

Appears in 3 contracts

Samples: Transfer Agency Agreement (SteelPath MLP Funds Trust), Transfer Agency Agreement (Alerian MLP Funds Trust), Transfer Agency Agreement (Alerian MLP Funds Trust)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund (including by virtue of any Instruction to UMB Fund Services, Inc. in its role as a blue sky services provider) or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order or repurchase request in proper form good order and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuinegenuine in accordance with the procedures for Services established by the Fund and Transfer Agent. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-1517Ad-15 under the 1934 Act. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 3 contracts

Samples: Transfer Agency Agreement (Jackson Real Assets Fund), Transfer Agency Agreement (Jackson Real Assets Fund), Transfer Agency Agreement (Jackson Credit Opportunities Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery delivery, or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, provided however that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person (or from an appropriate federal or state authority authority) written notification that the sale of Shares has been suspended or discontinued, discontinued (and Transfer Agent shall be entitled to rely upon such written notification). Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) transfer, or such other methods to which the parties shall mutually Parties agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall (A) cancel the repurchased Shares and (B) after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer transfer, or repurchase Shares upon presentation to Transfer Agent of properly endorsed instructions endorsed for exchange, transfer or repurchase, accompanied by and such documents as Transfer Agent deems necessary to evidence the authority of the person making requesting such exchange, transfer transfer, or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer transfer, or repurchase Shares until it is satisfied that (1) the endorsement or instructions are valid and genuine. For genuine (for that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that ) and (2) the requested exchange, transfer transfer, or repurchase is legally authorized, and it shall incur no liability for the refusal, in a good faith, faith refusal to make exchanges, transfers transfers, or repurchases which Transfer Agent, it (in its judgment, ) deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer transfer, or repurchase. . (iv) Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall (1) not be required or expected to require, as a condition to any exchange, transfer transfer, or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer transfer, or repurchase (and/or the payment of any stock transfer taxes, ) and shall (2) be fully protected in acting in accordance with the applicable provisions of this Section 3(e3(f). (ivv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (vvi) Transfer Agent and the Fund The Parties shall establish procedures for effecting purchase, repurchase, exchange exchange, or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules rules, and requirements governing the purchase, repurchase, exchange exchange, or transfer of Shares, Shares as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, liable (and shall be held harmless by the Fund, ) for its actions or omissions which are consistent with the forgoing procedures.

Appears in 2 contracts

Samples: Transfer Agency Agreement (Privacore PCAAM Alternative Income Fund), Transfer Agency Agreement (Privacore PCAAM Alternative Growth Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall determine whether each redemption request is in good order and shall effect such redemption in accordance with the redemption procedures described in the Fund’s Prospectus, including but not limited to whether a redemption fee is payable. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 2 contracts

Samples: Transfer Agency Agreement (Chartwell Funds), Transfer Agency Agreement (Investment Managers Series Trust II)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 2 contracts

Samples: Transfer Agency Agreement (Freedom Capital Corp/Md), Transfer Agency Agreement (Freedom Capital Corp/Md)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the each Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 2 contracts

Samples: Transfer Agency Agreement (SharesPost 100 Fund), Transfer Agency Agreement (SharesPost 100 Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate correct number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel record the repurchased Shares as no longer outstanding and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e2(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements and maintain such records as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (SEI Alternative Income Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders subscription applications and repurchase requests tender offers with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day business day in accordance with the Fund’s Prospectusoffering documents; provided, however, that Transfer Agent shall only accept purchase orders subscription applications from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase tender offer request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased tendered Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase tender offer and payment procedures described in the ProspectusFund’s offering documents. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase subscription for and each repurchase tender of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the ProspectusFund’s offering documents. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (viv) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods subscriptions and tender offers consistent with the terms of the ProspectusFund’s offering documents. Transfer Agent agrees to act in accordance with such procedures unless (i) it has received an Instruction not to do so, (2) it is permitted not to follow such procedures in accordance with the terms of this Agreement or (3) it is prohibited to do so by applicable law. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange purchase or transfer redemption of Shares, as it may deem advisable and consistent with the Prospectus Fund’s offering documents and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (Morgan Stanley Global Long/Short Fund P)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders subscription applications and repurchase requests tender offers with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s ProspectusOffering Documents; provided, however, that Transfer Agent shall only accept purchase orders subscription applications from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of on the time at which the net asset value (“NAV”) of the Fund is computed on each first Fund Business DayDay of each month, issue to the accounts specified in a purchase order subscription application in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV net asset value ("NAV") per Share of the Fund as of the last Fund Business Day of the preceding month, as specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem facilitate the repurchase from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus Offering Documents or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase tender offer request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the ProspectusOffering Documents. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the ProspectusOffering Documents. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the ProspectusOffering Documents. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus Offering Documents and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (BBR ALO Fund, LLC)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures, provided such procedures have been communicated to the Fund and, to the extent deemed reasonably necessary by the Fund, reflected in the Fund’s then current prospectus.

Appears in 1 contract

Samples: Transfer Agency Agreement (Forum Real Estate Income Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Daycomputed, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing proceduresprocedures in the absence of Disabling Conduct (as defined below) by the Transfer Agent.

Appears in 1 contract

Samples: Transfer Agency Agreement (Hamilton Lane Private Infrastructure Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on as of the last business day of each Fund Business Daycalendar month, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent, the Fund, and the Fund’s distributor (the “Distributor”) shall establish procedures for effecting commission and additional compensation to selling agents through which the Distributor has a selling group agreement or other financial arrangement with, including any periodic reporting necessary for the Distributor to perform its duties with respect to the Fund. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing proceduresprocedures if such actions and omissions do not constitute gross negligence, bad faith or willful misconduct by the Transfer Agent.

Appears in 1 contract

Samples: Transfer Agency Agreement (Alti Private Equity Access & Commitments Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Daydate requested by an Authorized Person, , issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV net asset value (“NAV”) per Share of the Fund specified in a communication received on such Fund Business Day date from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Eagle Point Institutional Income Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). Transfer Agent will only exchange, transfer or repurchase Shares with the approval of the Fund. (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (ABS Global Equity Long/Short RIC)

Processing and Procedures. (i) 4.01 Issuance, Redemption and Transfer Agent of Shares A. UMBFS agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, facsimile or other means of electronic delivery communication, or personal delivery on each Fund Business Day in accordance with the such Fund’s 's Prospectus; provided, however, that Transfer Agent UMBFS shall only accept purchase orders from jurisdictions states in which the Shares are qualified for sale, as indicated from time to time by the Trust. On each Fund or pursuant to an Instruction. Transfer Agent Business Day, UMBFS shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Daycomputed, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund Trust or a Fund, which is effective on such day, the appropriate number of full and fractional Shares based on the NAV net asset value per Share of the respective Fund specified in a communication an advice received on such Fund Business Day from or on behalf of the Fund. Transfer Agent UMBFS shall redeem from accounts not be responsible for the payment of any original issue or other taxes required to be paid by the Trust or a Fund in connection with the issuance of any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instructionthis Agreement. Transfer Agent UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) B. Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent UMBFS shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase 's redemption and payment procedures described in the Prospectus. (iii) C. Except as otherwise provided in this paragraph, Transfer Agent UMBFS will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent UMBFS of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems the Trust (or a Fund) and UMBFS deem necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent UMBFS reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion guarantee of signature guarantee by an "Eligible Guarantor Institution" as that term is defined by Commission in SEC Rule 17Ad-15. Transfer Agent UMBFS also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer AgentUMBFS, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. UMBFS may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers (or such other statutes which protect it and the Trust in not requiring complete fiduciary documentation) and shall not be responsible for any act done or omitted by it in good faith in reliance upon such laws. Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, UMBFS shall be fully protected by each Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any Medallion signature guarantees, in connection with a redemption, exchange or transfer of Shares whenever UMBFS reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures described in the Prospectus. D. With respect to any shares traded through Fund/Serv, UMBFS shall, perform any and all duties, functions, procedures and responsibilities assigned to it under this Agreement and as otherwise established by the National Securities Clearing Corporation ("NSCC") in compliance with all applicable laws, rules and regulations, including NSCC rules and procedures relating to Fund/SERV. E. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent UMBFS shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an a computer tape or electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e)Article. (iv) F. In connection with each any purchase and each repurchase or redemption of Shares, Transfer Agent UMBFS shall send such statements as are prescribed by the federal Federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for representing Shares have not been and will not be offered by the Fund Trust or made available to Shareholdersinvestors. (v) Transfer Agent G. UMBFS and the Fund Trust shall establish procedures for effecting purchase, repurchase, exchange redemption or transfer transactions accepted from Shareholders investors by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent Upon notice to the Trust, UMBFS may establish such additional procedures, rules and requirements regulations governing the purchase, repurchase, exchange redemption or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent UMBFS shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing proceduresforegoing procedures and the standard of care set forth in Section 10.01. H. The Trust agrees to provide UMBFS with prior notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to UMBFS such documents, certificates, reports and legal opinions as UMBFS may reasonably request.

Appears in 1 contract

Samples: Transfer Agency Agreement (Vericimetry Funds)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders subscription applications and repurchase requests tender offers with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day business day in accordance with the Fund’s Prospectusoffering documents; provided, however, that Transfer Agent shall only accept purchase orders subscription applications from jurisdictions in which the Shares are qualified or otherwise eligible under applicable law(s) for sale, as indicated from time to time by the Fund or pursuant to an InstructionInstruction (all sales of Shares to U.S. persons in a non-U.S. jurisdiction to be effectuated upon an Instruction from the Fund). It is hereby agreed that with respect sales to U.S. persons in any non-U.S. jurisdiction, the Fund will not issue an Instruction to the Transfer Agent shall, as to accept such purchase of the time at which the net asset value (“NAV”) of until the Fund is computed on each Fund Business Day, issue has confirmed either (a) that there are no applicable requirements to the accounts specified qualify or register Shares in a purchase order in proper form and accepted by such jurisdiction or (b) that the Fund has complied with any such requirements to qualify or register the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instructionjurisdiction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase tender offer request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased tendered Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase tender offer and payment procedures described in the ProspectusFund’s offering documents. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase subscription for and each repurchase tender of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the ProspectusFund’s offering documents. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (viv) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods subscriptions and tender offers consistent with the terms of the ProspectusFund’s offering documents. Transfer Agent agrees to act in accordance with such procedures unless (i) it has received an Instruction not to do so, (2) it is permitted not to follow such procedures in accordance with the terms of this Agreement or (3) it is prohibited to do so by applicable law. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange purchase or transfer redemption of Shares, as it may deem advisable and consistent with the Prospectus Fund’s offering documents and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing foregoing procedures.. 2

Appears in 1 contract

Samples: Transfer Agency Agreement (AIP Alternative Lending Fund A)

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Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) transfer or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by the Commission in Rule 17Ad-1517Ad-15 under the 1934 Act. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e3(f). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, Shares as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (E-Valuator Funds Trust)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery delivery, or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, provided however that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for salesale or as otherwise permitted by the Fund, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) ), or such other methods to which the parties Parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall (A) cancel the repurchased Shares and (B) make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer transfer, or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer transfer, or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer transfer, or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer transfer, or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, require (unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, ) a Medallion medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-1517Ad-15 of the 1934 Act. Transfer Agent also reserves the right to refuse to exchange, transfer transfer, or repurchase Shares until it is satisfied that the requested exchange, transfer transfer, or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers transfers, or repurchases which Transfer Agent, it (in its judgment, ) deems improper or unauthorized, unauthorized or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer transfer, or repurchase. Notwithstanding any provision contained in this Agreement herein to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer transfer, or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer transfer, or repurchase and/or the payment of any stock transfer taxes, and . Transfer Agent shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e3(f). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund The Parties shall establish procedures for effecting purchase, repurchase, exchange exchange, or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules rules, and requirements governing the purchase, repurchase, exchange exchange, or transfer of Shares, Shares as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, liable (and shall be held harmless by the Fund, ) for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (MA Specialty Credit Income Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-1517Ad-15 under the 1934 Act. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its reasonable judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (Smead Funds Trust)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) NAV of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (A3 Alternative Credit Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the procedures described in the Fund’s ProspectusProspectus and any tender offer materials of the Fund; provided, however, that Transfer Agent shall only accept purchase orders from non-U.S. jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus Prospectus, any tender offer materials of the Fund, or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties hereto shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the ProspectusProspectus and any tender offer materials of the Fund. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) The Fund certifies that prior to providing Instructions regarding the purchase of Fund Shares by non-U.S. Shareholders, it will have confirmed that Shares of the Fund are eligible for sale in the relevant jurisdiction and that there are no requirements necessary to be completed in such jurisdiction in order for the Shares to be offered for sale or if there are such requirements that they have been complied with. The Transfer Agent acknowledges that the customer identification program (“CIP”) component of the AML procedures offered by Transfer Agent applies to Shareholders who are residents of the U.S. and also non US Residents. The Fund also represents that the purchase of Fund Shares by any non-U.S. residents has been approved by the Fund’s principal underwriter, if applicable. (vi) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures, except with respect to Transfer Agent’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement in accordance with Section 6.

Appears in 1 contract

Samples: Transfer Agency Agreement (Monroe Capital Income Plus Corp)

Processing and Procedures. (i) 4.01 Issuance, Redemption and Transfer Agent of Shares A. UMBFS agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery telephone or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent UMBFS shall only accept purchase orders from jurisdictions states in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an InstructionTrust. Transfer Agent UMBFS shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV net asset value per Share of the respective Fund specified in a communication an advice received on such Fund Business Day from or on behalf of the Fund. Transfer Agent UMBFS shall redeem from accounts not be responsible for the payment of any original issue or other taxes required to be paid by the Trust in connection with the issuance of any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instructionthis Agreement. Transfer Agent UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) B. Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent UMBFS shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) C. Except as otherwise provided in this paragraph, Transfer Agent UMBFS will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent UMBFS of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent UMBFS deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent UMBFS reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion guarantee of signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in SEC Rule 17Ad-15. Transfer Agent UMBFS also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer AgentUMBFS, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. UMBFS may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers (or such other statutes which protect it and the Trust in not requiring complete fiduciary documentation) and shall not be responsible for any act done or omitted by it in good faith in reliance upon such laws. Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, UMBFS shall be fully protected by each Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any Medallion signature guarantees, in connection with a redemption, exchange or transfer of Shares whenever UMBFS reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures described in the Prospectus. D. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent UMBFS shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an a computer tape or electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e)Article. (iv) E. In connection with each purchase and each repurchase redemption of Shares, Transfer Agent UMBFS shall send such statements as are prescribed by the federal Federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholdersinvestors. (v) Transfer Agent F. UMBFS and the Fund Trust shall establish procedures for effecting purchase, repurchase, exchange redemption or transfer transactions accepted from Shareholders investors by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent UMBFS may establish such additional procedures, rules and requirements regulations governing the purchase, repurchase, exchange redemption or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent UMBFS shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures. G. The Trust agrees to provide UMBFS with prior notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to UMBFS such documents, certificates, reports and legal opinions as UMBFS may reasonably request.

Appears in 1 contract

Samples: Transfer Agency Agreement (Cheswold Lane Funds)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (Gottex Trust)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any EXECUTION COPY claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (Corsair Opportunity Fund)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Trust (including by virtue of any Instruction to the UMB Fund Services, Inc. in its role as a blue sky services provider) or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form good order and accepted by the Fund by virtue of being in good order and having fulfilled any other applicable requirements the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) ), in-kind subscription or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuinegenuine in accordance with the procedures for Services established by the Trust and Transfer Agent. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-1517Ad-15 under the 1934 Act. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (PPM Funds)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Daycalendar quarter, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing proceduresprocedures if such actions and omissions do not constitute negligence, bad faith or willful misconduct by the Transfer Agent. (vi) Transfer Agent, the Fund, and the Fund’s distributor (the “Distributor”) shall establish procedures for effecting commission and additional compensation to Selling Agents through which the Distributor has a Selling Group Agreement or other financial arrangement with, including any periodic reporting necessary for the Distributor to perform its duties with respect to the Trust

Appears in 1 contract

Samples: Transfer Agency Agreement (Pomona Investment Fund)

Processing and Procedures. (i) Transfer Agent UMBFS agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent UMBFS shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Transfer Agent or the Corporation or pursuant to an Instruction. Transfer Agent UMBFS shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent UMBFS shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent UMBFS will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent UMBFS of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent UMBFS deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent With respect to Share certificates, UMBFS will only redeem Shares upon presentation to UMBFS of Share certificates and instructions endorsed for redemption, accompanied by such documents as UMBFS deems necessary to evidence the authority of the person making such redemption. UMBFS reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement on the Share certificate (redemption only) or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in the Fund’s current Prospectus or in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in Rule 17Ad-1517Ad-15 under the 1934 Act. Transfer Agent UMBFS also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is reasonably satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer AgentUMBFS, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Sub-TA Agreement to the contrary, Transfer Agent except as set forth above, UMBFS shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent UMBFS shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been issued and will not be offered are outstanding, but are no longer issued by the Fund Corporation or made available to Shareholders. (v) UMBFS and Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent UMBFS may establish such additional procedures, rules and requirements governing the redemption of Share certificates or the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent UMBFS shall not be liable, and shall be held harmless by the FundTransfer Agent, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 1 contract

Samples: Sub Transfer Agency Agreement (Lee Financial Mutual Fund, Inc.)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase requests with respect to the Shares of the Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the Fund’s Prospectus; : provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value (“NAV”) of the Fund is computed on each Fund Business Day, issue to the accounts specified in a purchase order in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, . Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase request and monies paid to it by the Custodian in connection with a repurchase of Shares, . Transfer Agent shall cancel the repurchased Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, . make payment in accordance with the Fund’s repurchase and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, . Transfer Agent will exchange, transfer or repurchase Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchase, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchase. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an “Eligible Guarantor Institution.” as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase Shares until it is satisfied that the requested exchange, transfer or repurchase is legally authorized, and it shall incur no EXECUTION COPY liability for the refusal, in good faith, to make exchanges, transfers or repurchases which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchase. Notwithstanding any provision contained in this Agreement to the contrary, . Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase of Shares, . Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund or made available to Shareholders. (v) Transfer Agent and the Fund shall establish procedures for effecting purchase, repurchase, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchase, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the Fund, for its actions or omissions which are consistent with the forgoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (Wildermuth Endowment Strategy Fund)

Processing and Procedures. (i) 4.01 Issuance, Redemption and Transfer Agent of Shares A. UMBFS agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery telephone or personal delivery on each Fund Business Day in accordance with the such Fund’s Prospectus; provided, however, that Transfer Agent UMBFS shall only accept purchase orders from jurisdictions states in which the Shares are qualified for sale, as indicated from time to time by the Fund or pursuant Trust. UMBFS shall determine whether each redemption request is in good order and shall effect such redemption in accordance with the redemption procedures described in the Fund’s Prospectus, including but not limited to an Instructionwhether a redemption fee is payable. Transfer Agent UMBFS shall, as of the time at which the net asset value (“NAV”) of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV net asset value per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent UMBFS shall redeem from accounts not be responsible for the payment of any original issue or other taxes required to be paid by the Trust in connection with the issuance of any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instructionthis Agreement. Transfer Agent UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer (“ACH”) or such other methods to which the parties shall mutually agree. (ii) B. Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent UMBFS shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase redemption and payment procedures described in the Prospectus. (iii) C. Except as otherwise provided in this paragraph, Transfer Agent UMBFS will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent UMBFS of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent UMBFS deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent UMBFS reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion guarantee of signature guarantee by an “Eligible Guarantor Institution” as that term is defined by Commission in SEC Rule 17Ad-15. Transfer Agent UMBFS also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer AgentUMBFS, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. UMBFS may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers (or such other statutes which protect it and the Trust in not requiring complete fiduciary documentation) and shall not be responsible for any act done or omitted by it in good faith in reliance upon such laws. Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, UMBFS shall be fully protected by each Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any Medallion signature guarantees, in connection with a redemption, exchange or transfer of Shares whenever UMBFS reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures described in the Prospectus. D. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent UMBFS shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an a computer tape or electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e)Article. (iv) E. In connection with each purchase and each repurchase redemption of Shares, Transfer Agent UMBFS shall send such statements as are prescribed by the federal Federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholdersinvestors. (v) Transfer Agent F. UMBFS and the Fund Trust shall establish procedures for effecting purchase, repurchase, exchange redemption or transfer transactions accepted from Shareholders investors by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent UMBFS may establish such additional procedures, rules and requirements regulations governing the purchase, repurchase, exchange redemption or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent UMBFS shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures. G. The Trust agrees to provide UMBFS with prior notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to UMBFS such documents, certificates, reports and legal opinions as UMBFS may reasonably request.

Appears in 1 contract

Samples: Transfer Agency Agreement (Investment Managers Series Trust)

Processing and Procedures. (i) Transfer Agent agrees to accept purchase orders and repurchase redemption requests with respect to the Shares of the each Fund via postal mail, telephone, electronic delivery or personal delivery on each Fund Business Day in accordance with the such Fund’s 's Prospectus; provided, however, that Transfer Agent shall only accept purchase orders from jurisdictions in which the Shares are qualified for sale, as indicated from time to time by the Fund Trust or pursuant to an Instruction. Transfer Agent shall, as of the time at which the net asset value ("NAV") of the each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the NAV per Share of the respective Fund specified in a communication received on such Fund Business Day from or on behalf of the Fund. Transfer Agent shall redeem from accounts any Shares tendered for repurchase in accordance with procedures stated in the Fund’s Prospectus or pursuant to an Instruction. Transfer Agent shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and Transfer Agent shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer ("ACH") or such other methods to which the parties shall mutually agree. (ii) Upon receipt of a repurchase redemption request and monies paid to it by the Custodian in connection with a repurchase redemption of Shares, Transfer Agent shall cancel the repurchased redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Fund’s repurchase 's redemption and payment procedures described in the Prospectus. (iii) Except as otherwise provided in this paragraph, Transfer Agent will exchange, transfer or repurchase redeem Shares upon presentation to Transfer Agent of instructions endorsed for exchange, transfer or repurchaseredemption, accompanied by such documents as Transfer Agent deems necessary to evidence the authority of the person making such exchange, transfer or repurchaseredemption. Transfer Agent reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the endorsement or instructions are valid and genuine. For that purpose, it will require, unless otherwise instructed by an Authorized Person or except as otherwise provided in this paragraph, a Medallion signature guarantee by an "Eligible Guarantor Institution" as that term is defined by Commission in Rule 17Ad-15. Transfer Agent also reserves the right to refuse to exchange, transfer or repurchase redeem Shares until it is satisfied that the requested exchange, transfer or repurchase redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make exchanges, transfers or repurchases redemptions which Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no reasonable basis to any claims adverse to such exchange, transfer or repurchaseredemption. Notwithstanding any provision contained in this Agreement to the contrary, Transfer Agent shall not be required or expected to require, as a condition to any exchange, transfer or repurchase redemption of any Shares pursuant to an electronic data transmission, any documents to evidence the authority of the person requesting the exchange, transfer or repurchase redemption and/or the payment of any stock transfer taxes, and shall be fully protected in acting in accordance with the applicable provisions of this Section 3(e). (iv) In connection with each purchase and each repurchase redemption of Shares, Transfer Agent shall send such statements as are prescribed by the federal securities laws applicable to transfer agents or as described in the Prospectus. It is understood that certificates for Shares have not been and will not be offered by the Fund Trust or made available to Shareholders. (v) Transfer Agent and the Fund Trust shall establish procedures for effecting purchase, repurchaseredemption, exchange or transfer transactions accepted from Shareholders by telephone or other methods consistent with the terms of the Prospectus. Transfer Agent may establish such additional procedures, rules and requirements governing the purchase, repurchaseredemption, exchange or transfer of Shares, as it may deem advisable and consistent with the Prospectus and industry practice. Transfer Agent shall not be liable, and shall be held harmless by the FundTrust, for its actions or omissions which are consistent with the forgoing foregoing procedures.

Appears in 1 contract

Samples: Transfer Agency Agreement (Community Development Fund)

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