Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Transfer Agent: (1) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (2) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation; (4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and (5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons. EXECUTION COPY
Appears in 2 contracts
Samples: Transfer Agency Agreement (Aspiriant Global Equity Trust), Transfer Agency Agreement (Aspiriant Global Equity Trust)
Representations and Deliveries. (a) The Trust Fund shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A a copy of the Declaration of Trust and By-laws Laws and all amendments thereto, certified by the Secretary of the Trustan Authorized Person;
(2) Copies copies of the TrustFund’s Registration Statement, as of the date of this AgreementEffective Date, together with any applications filed in connection therewith;
(3) A a certificate signed by the President and Secretary of the Trust Fund specifying (A) the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, outstanding (if any, ); (B) the validity of the authorized and outstanding Shares, Shares and whether such shares Shares are fully paid and non-assessable, ; and (C) the status of the Shares under the 1933 1940 Act and any other applicable federal law or regulation;
(4) A a certified copy of the resolutions of the Board Resolutions appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; andAgreement;
(5) A a certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to timePersons. The certificate required by this paragraph shall be signed by an officer of the Trust Fund and designate the names of the TrustFund’s initial Authorized Persons;
(6) prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares pursuant to stock dividends, stock splits, recapitalizations, capital adjustments, or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports, and legal opinions as it may reasonably request; and
(7) all other documents, records, and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services.
(b) The Fund represents and warrants to Transfer Agent that:
(1) it is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
(2) any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons;
(3) it is duly registered as a closed-end investment company under the 1940 Act;
(4) a Registration Statement under the 1940 Act and/or 1933 Act, as required, will be effective before the Fund will issue Shares (and will remain effective during such period as the Fund is offering Shares for sale), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to be made with respect to Shares being offered for sale);
(5) all outstanding Shares are validly issued, fully paid, and non-assessable (and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid, and non-assessable); and
(6) it is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order, or judgment binding on it and no provision of its Declaration of Trust, By-Laws, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement, the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Prospectus as soon as it becomes effective. EXECUTION COPYFor purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund (including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002, and the policies and limitations of the Fund as set forth in the Prospectus). The Services do not relieve the Board or the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Transfer Agent will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services; (2) promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund; and (3) provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund shall take (or cause to be taken) all requisite steps to qualify the Shares for sale in all states in which the Shares shall be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state (or under the federal securities laws) affecting such qualification or the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund shall (1) advise Transfer Agent in writing at least 30 days prior to affecting any change in the Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder and (2) proceed with such change only if it has received the written consent of Transfer Agent thereto (which consent shall not be unreasonably withheld).
Appears in 2 contracts
Samples: Transfer Agency Agreement (Privacore PCAAM Alternative Income Fund), Transfer Agency Agreement (Privacore PCAAM Alternative Growth Fund)
Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(6) A certificate as of __________ certifying that the Funds, and all Shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Trust recordkeeping, including those related to Shareholder accounts and transaction activity; and, (2) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement.
(7) All Shareholder account records in a format acceptable to Transfer Agent, in Milwaukee, Wisconsin and at the Trust’s expense.
(8) Prior written 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 Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(9) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Trust represents and warrants to Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(2) Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as an open-end investment company under the 1940 Act.
(4) A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Funds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(7) All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 201_ tax year.
(c) During the term of this Agreement the Trust shall have the ongoing obligation to provide Transfer Agent with a copy of each Fund’s currently effective Prospectus as soon as they become effective. EXECUTION COPYFor purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Trust and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of each Fund as set forth in the Prospectus. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any material non-compliance which relates to the Trust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to Transfer Agent.
(f) The Trust agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto.
Appears in 1 contract
Samples: Transfer Agency Agreement (EntrepreneurShares Series Trust)
Representations and Deliveries. (a) The Trust Fund shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust Fund and By-laws and all amendments thereto, certified by the Secretary of the TrustFund;
(2) Copies of the TrustFund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; andFund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust Fund and designate the names of the TrustFund’s initial Authorized Persons;
(6) Prior written 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 Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Transfer Agent that:
(1) It is a business trust duly organized and existing under the laws of the State of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as a closed-end investment company under the 1940 Act.
(4) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. EXECUTION COPYAdditionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Fund and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Fund, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Fund’s currently effective Prospectus as soon as they become effective. For purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund and the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Sxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund as set forth in the Prospectus. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Transfer Agency Agreement (Jackson Credit Opportunities Fund)
Representations and Deliveries. (a) The Trust Fund shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust Fund and By-laws and all amendments thereto, certified by the Secretary of the TrustFund;
(2) Copies of the TrustFund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; andFund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust Fund and designate the names of the TrustFund’s initial Authorized Persons;
(6) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Transfer Agent that:
(1) It is a business trust duly organized and existing under the laws of the Commonwealth of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(2) The Board has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as a closed-end investment company under the 1940 Act.
(4) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. EXECUTION COPYAdditionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement, the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Fund’s currently effective Prospectus as soon as it becomes effective. For purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Sxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund as set forth in the Prospectus. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto, which consent shall not be unreasonably withheld provided that any change in Services, or additional Services provided, will be as agreed to by the Parties in writing.
Appears in 1 contract
Samples: Transfer Agency Agreement (Jackson Credit Opportunities Fund)
Representations and Deliveries. (a) The Trust Fund shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust Fund and By-laws and all amendments thereto, certified by the Secretary of the TrustFund;
(2) Copies of the TrustFund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; andFund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust Fund and designate the names of the TrustFund’s initial Authorized Persons;
(6) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Fund and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as a closed-end investment company under the 1940 Act.
(4) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. EXECUTION COPYAdditionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Fund and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Fund, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Fund’s currently effective Prospectus as soon as they become effective. For purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund and the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Sxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund as set forth in the Prospectus. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Transfer Agency Agreement (A3 Alternative Credit Fund)
Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(6) A certificate as of the date of conversion certifying that the Funds, and all Shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Trust recordkeeping, including those related to Shareholder accounts and transaction activity; and (2) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement.
(7) All Shareholder account records in a format acceptable to Transfer Agent, in Milwaukee, Wisconsin and at the Trust’s expense.
(8) Prior written 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 Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(9) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Trust represents and warrants to Transfer Agent that:
(1) It is a Massachusetts trust duly organized and existing under the laws of the Commonwealth of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(2) Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as an open-end investment company under the 1940 Act.
(4) A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Funds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(7) All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 2018 tax year.
(c) During the term of this Agreement, the Trust shall have the ongoing obligation to provide Transfer Agent with a copy of each Fund’s currently effective Prospectus as soon as they become effective. EXECUTION COPYFor purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Trust and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Sxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of each Fund as set forth in the Prospectus. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any material non-compliance which relates to the Trust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to Transfer Agent.
(f) The Trust agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto.
Appears in 1 contract
Samples: Transfer Agency Agreement (Destra Investment Trust)
Representations and Deliveries. (a) The Trust Fund shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust and By-laws Charter and all amendments thereto, certified by the Secretary of the TrustFund;
(2) Copies of the TrustFund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary a duly appointed officer of the Trust Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; andFund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust Fund and designate the names of the TrustFund’s initial Authorized Persons;
(6) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Transfer Agent that:
(1) It is a corporation duly organized and existing under the laws of the State of Maryland; it is empowered under applicable laws and by its Charter and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as a closed-end investment company under the 1000 Xxx.
(4) Appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Charter and the Fund’s Offering Documents, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Charter, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Fund’s then current Offering Documents. EXECUTION COPYFor purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Offering Documents until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Sxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund as set forth in the Offering Documents. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Offering Documents which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Transfer Agency Agreement (IDR Core Property Index Fund LTD)
Representations and Deliveries. (a) The Trust Fund shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust Fund and By-laws and all amendments thereto, certified by the Secretary of the TrustFund;
(2) Copies of the TrustFund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; andFund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust Fund and designate the names of the TrustFund’s initial Authorized Persons;
(6) Prior written 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 Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Fund and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as a closed-end investment company under the 1940 Act.
(4) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. EXECUTION COPYAdditionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Fund and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Fund, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Fund’s currently effective Prospectus as soon as they become effective. For purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund and the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Sxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund as set forth in the Prospectus. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Transfer Agency Agreement (Destra International & Event-Driven Credit Fund)
Representations and Deliveries. (a) The Trust Fund shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust Fund and By-laws and all amendments thereto, certified by the Secretary of the TrustFund;
(2) Copies of the TrustFund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; andFund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust Fund and designate the names of the TrustFund’s initial Authorized Persons;
(6) A certificate as of 3/18/2024 certifying that the Fund, and all Shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Fund recordkeeping, including those related to Shareholder accounts and transaction activity; and, (2) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Fund or its officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement.
(7) Prior written 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 Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(8) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Fund and By-laws to enter into and perform this Agreement.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as a closed-end investment company under the 1940 Act.
(4) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. EXECUTION COPYAdditionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Fund and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Fund, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Fund’s currently effective Prospectus as soon as they become effective. For purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund and the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund as set forth in the Prospectus. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent, which shall not be unreasonable withheld, of Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Representations and Deliveries. (a) The Trust Fund shall deliver or cause the following documents to be delivered to Transfer Agent:
(1) A copy of the Declaration of Trust Fund and By-laws and all amendments thereto, certified by the Secretary of the TrustFund;
(2) Copies of the TrustFund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; andFund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to Transfer Agent. Any officer of the Trust Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Trust Fund and received by Transfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust Fund and designate the names of the TrustFund’s initial Authorized Persons;
(6) Prior written 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 Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Transfer Agent may reasonably request in order for Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Fund and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Transfer Agent the names of such Authorized Persons.
(3) It is duly registered as a closed-end investment company under the 1940 Act. EXECUTION COPY
(4) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Fund and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Fund, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Transfer Agent with a copy of the Fund’s currently effective Prospectus as soon as they become effective. For purposes of this Agreement, Transfer Agent shall not be deemed to have notice of any information contained in any such Prospectus until a reasonable time after it is actually received by Transfer Agent.
(d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund and the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund as set forth in the Prospectus. Transfer Agent’s Services hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Fund will give prompt notice thereof to Transfer Agent.
(f) The Fund agrees that it shall advise Transfer Agent in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Transfer Agent thereto, which consent shall not be unreasonably withheld. EXECUTION COPY
Appears in 1 contract
Samples: Transfer Agency Agreement (Corsair Opportunity Fund)
