Service and Duties Sample Clauses

Service and Duties. The following provisions of this Agreement relate to the functions of the Advisor in its capacity as Advisor: A. The Advisor shall: 1. Supervise continuously the investment program of the Trust, the administration of the investment program, and the composition of its portfolios; 2. Provide investment research, evaluation, and supervision of the Trust's investments; 3. Determine what investment instruments shall be purchased or sold by the Trust; 4. Arrange for the purchase and the sale of investment instruments held in each portfolio of the Trust and the Fixed Term Automated Investment Program; 5. In connection with the purchase of certificates of deposit by the Trust, establish and maintain a list of state banks, national banks, savings and loan associations, and savings banks located within Iowa that qualify as depositories of public agencies under Iowa law and meet criteria established or approved by the Trustees of the Trust; 6. Place all orders for the purchase, sale, or exchange of the Trust's assets; 7. Attend all meetings of the Trustees and Participants; 8. Attend, assist with, or conduct workshops, informational meetings or seminars organized or sponsored by the Trust; 9. Furnish the Trustees with statistical information, reports, and evaluation of Trust assets, and such other information as the Trustees may require for the management of the Trust; and 10. Evaluate the performance of the Trust, the Administrator and the Custodian and furnish such other information as the Trustees may require for the management of the Trust. Such evaluations and information will be furnished in response to inquiries from Trustees and in responding thereto the Advisor will seek such information, as is appropriate, from the Custodian and from other parties. The Advisor will not undertake extensive independent investigations in order to respond to such inquiries and will therefore not be liable for losses or claims incurred by the Trust arising as a result of problems investigated by the Advisor. 11. In conjunction with the Administrator, provide, upon the request of a Participant of the Trust, individualized advice and consultation to such Participant regarding such Participant's cash management program. 12. Monitor daily and weekly valuations of each series and if the amortized cost value deviates materially from the market value (more than .5%) will consider what action, if any, should be initiated to reasonably eliminate or reduce material dilution or other unfai...
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Service and Duties. The Company and Chairman agree that Chairman shall serve as a director and the non-employee chairman of the Board, upon the terms and conditions contained in this Agreement, until terminated by either party in accordance with this Agreement. Chairman shall commit such time as reasonably necessary to fulfill his obligations as non-employee chairman of the Board. Chairman acknowledges that he is not an employee of the Company in any respect, including within the meaning of all federal, state and local laws and regulations governing employment relationships. The Company acknowledges that Chairman may serve in similar positions with other third party business entities concurrently with the term of this Agreement without violation of any of the obligations of Chairman herein. Chairman shall have such duties, authorities and responsibilities as are consistent with such position, including, without limitation: • presiding over meetings of the Board;
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Service and Duties. During the term of his employment under this Agreement, the Executive agrees to perform the duties of his position or office and such other duties of a similar nature as the Company or its Board of Directors may from time to time assign to him. The Executive agrees to serve the Company faithfully and to the best of his ability, and to devote his working time, attention and efforts to the business and affairs of the Company. The Executive's services will be rendered primarily at the Company's principal executive offices in Minneapolis, Minnesota. The Executive may be required to travel to other locations where the Company may have offices or conduct its business, as necessary to the proper conduct of his duties.
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Service and Duties. Xxxxxxx and Xxxxxxx'x agree that during the period commencing on the Effective Date (as such term is defined in Section 7.1), and ending on the effective date of Xxxxxxx'x termination of employment pursuant to Section 3.1, Xxxxxxx'x shall employ Xxxxxxx as the Executive Vice President and Chief Administrative Officer of Xxxxxxx'x, or in such other executive positions as the parties mutually may agree. Xxxxxxx agrees to serve in such position(s) and to perform diligently and to the best of his abilities the duties and services appertaining to such office, as well as additional duties and services appropriate to such office which the parties mutually may agree upon from time to time. Xxxxxxx'x employment shall also be subject to the policies maintained and established by Xxxxxxx'x, as the same may be amended from time to time.
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Service and Duties. The Distributor enters into the following ------------------ covenants with respect to its services and duties: a. The Distributor agrees to sell, as agent, from time to time during the term of this Agreement, shares upon the terms and at the current offering price as described in the Prospectuses. The Distributor will act only in its own behalf as principal in making agreements with selected dealers. No broker dealer or other person which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the Company or its Funds in connection with the offering or sale of shares to the public or otherwise. The Distributor shall use its best efforts to sell shares of each class of each of the Funds but shall not be obligated to sell any certain number of shares. b. The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organizations as required by federal, state, and other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class of shares thereof. c. In performing all of its services and duties as Distributor, the Distributor will act in conformity with the Charter, Code, Prospectuses and resolutions and other instructions of the Company's Board of Trustees and will comply with the requirements of the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act and all other applicable federal or state laws. d. The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not shareholders, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of shares; provided, however, that the -------- ------- Distributor shall not be obligated to bear the expenses incurred by the Company in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the shares under the 1933 Act and state securities laws and the distribution of any such document to existing shareholders of the Company's Funds. e. The Company shall have the right to suspend the sale of shares at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of shares of any Fund at any time permitted by the 19...
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Service and Duties. Subject to the general supervision of Sponsor, the Adviser shall: A. supervise the composition of the Trusts' portfo- lio of securities, including the selection and purchase of such securities for accumulation account of Sponsor for subsequent deposit in the Trusts in accordance with the Trusts' investment objectives and policies as stated in the prospectus relating to each series of the Trusts. B. determine the securities to be purchased by Sponsor for subsequent deposit in the Trusts and as agent for Sponsor will effect such purchases pursuant to its determina- tions. C. continuously monitor developments affecting the securities in each series of Trust, including material changes in the credit quality of securities holdings, and promptly rec- ommend actions that Adviser believes should be taken, if any, based upon such material changes. D. make recommendations to the Sponsor to direct the Trustee of such Trust, as appropriate, to: (i) hold Trust securities; (ii) sell Trust securities; (iii) consent or refuse consent to modifications, amendments or adjustments to the terms of any security in a Trust or agree to an exchange offer or other similar transaction; or (iv) hold securities of an is- xxxx which may be experiencing financial difficulty in in- stances where the Adviser believes that a negotiated settlement or "workout" may result in a better return to holders of Trust units than a sale of such securities. With respect to (iv), if Sponsor concurs with Ad- viser's recommendation, Adviser shall monitor the work-out situation and/or participate in negotiations, and provide ad- vice to Sponsor, provided that Sponsor or Trust shall bear the expense of retention of outside counsel or other experts which Adviser may recommend or any other costs which may result from such recommendation. Any modification of terms of securities held in a Trust as a result of such negotiations, the incurring of additional expenses by the trust and/or the acceptance of the terms of any settlement must be authorized by Sponsor or Trustee. Notwithstanding anything in this section 2D to the contrary, any expense of counsel, accountants, consultants and/or other entities or persons the retention of which is deemed necessary by the Adviser in order for the Adviser to make recommendations to the Sponsor as set forth herein shall be borne solely by the Adviser.
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Service and Duties. During the Consulting Period, Consultant ------------------ Shall make all of its staff, including its President, available to (i) consult with management of the Company on the Company's corporate finance strategy and strategic direction; and (ii) assist the Company in structuring and implementing corporate financings. Consultant shall cause all of its staff, including its President to be reasonably available by telephone and, if possible, in person, as needed, to render such services to the Company.
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Service and Duties 
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Related to Service and Duties

  • Office and Duties (a) During the term of this Agreement, Employee shall serve as Executive Vice President, Commercial Operations of the Company, with overall responsibility for Corporate Business Development, and the Generic Sales/Marketing and Branded Sales/Marketing operations of the Company, shall report directly to the President of the Company Xxxxx Xxx (“President”), and be subject to the supervision, control and direction of the President or as otherwise directed by the Board of Directors of the Company (“Board”). (b) In his capacity as Executive Vice President, Commercial Operations, Employee shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with his position, subject to the authority and direction of the President, and shall perform such additional duties and responsibilities as may be from time to time assigned to him by the President, CEO or the Board, so long as such additional duties and responsibilities are consistent with those customarily performed by an executive of a comparable size public company. (c) Employee shall render his services diligently, faithfully and to the best of his ability, and shall devote all of his working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will further the business and interests of the Company. Employee shall also conduct himself and the business of the Company in good faith and in accordance with the highest standards of compliance with all laws and regulations applicable in all jurisdictions in which the Company does business. (d) During the term of this Agreement, Employee shall not be engaged in any business activity which, in the reasonable judgment of the President, CEO or Board, conflicts with Employee’s duties hereunder, whether or not such activity is pursued for pecuniary advantage. (e) Employee shall comply in all material respects with all Company policies, and directives or policies set by the Board, including, without limitation, policies regarding ethics, integrity and personal conduct. (f) During the term of this Agreement, Employee’s principal place of employment shall be at the Company’s facilities located at 000 Xxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxxx 00000 or 0000 Xxxxxx Xxx., Xxxxxxxxxxxx, Xxxxxxxxxxxx (the “Place of Employment”). The Company shall not change Employee’s Place of Employment to a location that is more than twenty-five (25) miles from the Place of Employment without Employee’s consent.

  • Services and Duties As Administrator, and subject to the supervision and control of the Trustees of each Trust, EIS will hereafter provide facilities, equipment and personnel to carry out the following administrative services for operation of the business and affairs of each Trust and each of its series: (a) Prepare, file and maintain each Trust’s governing documents, including the Declaration of Trust (which has previously been prepared and filed), the By laws, minutes of meetings of Trustees and shareholders, and proxy statements for meetings of shareholders; (b) Prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for each Trust and each Trust’s shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (c) Prepare, negotiate and administer contracts on behalf of each Trust with, among others, each Trust’s distributor, and custodian and transfer agent; (d) Supervise each Trust’s fund accounting agent in the maintenance of each Trust's general ledger and in the preparation of each Trust's financial statements, including oversight of expense accruals and payments and the determination of the net asset value of each Trust's assets and of each Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders; (e) Calculate performance data of each Trust for dissemination to information services covering the investment company industry; (f) Prepare and file each Trust's tax returns; (g) Examine and review the operations of each Trust's custodian and transfer agent; (h) Coordinate the layout and printing of publicly disseminated prospectuses and reports; (i) Prepare various shareholder reports; (j) Assist with the design, development and operation of new series of each Trust; (k) Coordinate shareholder meetings; (l) Provide general compliance services; and (m) Advise each Trust and its Trustees on matters concerning the Trust and its affairs. The foregoing, along with any additional services that EIS shall agree in writing to perform for each Trust hereunder, shall hereafter be referred to as "Administrative Services." Administrative Services shall not include any duties, functions, or services to be performed for each Trust by such Trust’s investment adviser, distributor, custodian or transfer agent pursuant to their agreements with such Trust.

  • SCOPE AND DUTIES During the term of this Agreement, NTX will perform the following services for CLIENT:

  • Services and Duties of USBFS USBFS shall provide the following transfer agent and dividend disbursing agent services to the Fund: A. Receive and process all orders for the purchase, exchange, transfer, and/or redemption of Fund shares in accordance with Rule 22c-1 under the 1940 Act, other applicable regulations, and as specified in the Fund's prospectus (the "Prospectus”). B. Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholder’s or the Trust’s custodian instructions, and record the appropriate number of shares being held in the appropriate shareholder account. C. Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Trust's custodian. D. Pay proceeds upon receipt from the Trust's custodian, where relevant, in accordance with the instructions of redeeming shareholders. E. Process transfers of shares in accordance with the shareholder's instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus. F. Prepare and transmit payments, or apply reinvestments for income dividends and capital gains distributions declared by the Trust with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions. G. Serve as the Fund’s agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans. H. Make changes to shareholder records, including, but not limited to, address and plan changes (e.g., systematic investment and withdrawal, dividend reinvestment). I. Handle load and multi-class processing, including rights of accumulation and purchases by letters of intent in accordance with the Prospectus. J. Record the issuance of shares of each Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a record of the total number of shares of each Fund which are authorized, issued and outstanding. K. Prepare ad-hoc reports as necessary at prevailing rates. L. Mail shareholder reports and Prospectuses to current shareholders. M. Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. N. Provide shareholder account information upon shareholder or Trust requests and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Trust. O. Mail and/or obtain shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal or state authorities any taxes to be withheld on dividends and distributions paid by the Trust, all as required by applicable federal and state tax laws and regulations. P. Answer correspondence from shareholders, securities brokers and others relating to USBFS’ duties hereunder within required time periods established by applicable regulation. Q. Reimburse the Fund for all material losses resulting from “as of” processing errors for which USBFS is responsible in accordance with the “as of” processing guidelines set forth on Exhibit B hereto. R. Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by a Fund S. Provide service and support to financial intermediaries including but not limited to trade placements, settlements, and corrections.

  • TERMS AND DUTIES (a) The period of Executive's employment under this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement, and continuing on each anniversary thereafter, the disinterested members of the board of directors of the Bank ("Board") may extend the Agreement an additional year such that the remaining term of the Agreement shall be thirty-six (36) months unless the Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 8 of this Agreement. The Board will review the Agreement and Executive's performance annually for purposes of determining whether to extend the Agreement and the rationale and results thereof shall be included in the minutes of the Board's meeting. The Board shall give notice to the Executive as soon as possible after such review as to whether the Agreement is to be extended. (b) During the period of Executive's employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder including activities and services related to the organization, operation and management of the Bank and participation in community and civic organizations; provided, however, that, with the approval of the Board, as evidenced by a resolution of such Board, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in such Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything herein to the contrary, Executive's employment with the Bank may be terminated by the Bank or the Executive during the term of this Agreement, subject to the terms and conditions of this Agreement.

  • Retention and Duties (a) The Company hereby engages and employs Executive for the Period of Employment on the terms and conditions expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and conditions expressly set forth in this Agreement. (b) During the Period of Employment, Executive shall serve as Chief Executive Officer, and shall have the powers, authorities and duties customarily vested in such office in the Company’s industry. (c) During the Period of Employment, Executive shall (i) devote substantially all of his business time, energy and skill to the performance of his duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) remain employed with the Company on a full-time basis. Executive agrees to perform his duties and responsibilities within, and subject to, the work hours, attendance and general employment policies and practices, and such other reasonable policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives, and shall at all times carry out such policies, practices and restrictions. (d) Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement and the performance by Executive of his duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or decree to which Executive is subject; (ii) Executive has no information relating to any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; (iii) Executive is not bound by any employment, consulting, non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or entity which would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; and (iv) Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance.

  • Positions and Duties As of the Effective Date, the Executive will continue to serve as Chief Executive Officer of the Company. The Executive will render such business and professional services in the performance of his duties, consistent with the Executive’s position within the Company, as will reasonably be assigned to him by the Company’s Board of Directors (the “Board”).

  • Employment and Duties The Employee is hereby employed as Chief Executive Officer and President of the Bank and shall have all such authority, powers, duties, and responsibilities as may be given to the Employee from time to time by the Bank’s Board of Directors. The Employee shall devote substantially all of the Employee’s working time and efforts to the affairs of the Bank and will at all times faithfully, industriously, loyally, and to the best of the Employee’s ability, experience, and talents, perform all of the lawful duties that may be required of and from him pursuant to the terms of this Agreement. The Employee agrees to be physically present in Sioux Falls, South Dakota to perform his job duties during the Monday to Friday workweek, subject to required business travel and the Bank’s PTO policy. Travel and lodging expenses incurred by the Employee commuting weekly from his residence in Minnesota shall be reimbursed in an amount not to exceed $3,500.00 per month. Such reimbursed amounts may be taxable to Employee as income. Exhibit A to this Agreement provides a list of those material outside positions, investments, and activities presently engaged in by the Employee. The Employee’s ongoing participation in these outside interests is permitted so long as such interests individually or in the aggregate do not conflict or interfere with the performance of the Employee’s duties, violate any applicable laws or regulations, or involve activities contrary to the best interests of the Bank. The Employee’s participation in any other material outside interests, including without limitation service on any outside Board of Directors, is subject to prior approval by the Chair of the Board of Directors of the Bank in consultation with the Board.

  • Position and Duties (i) During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

  • Rights and Duties The Unitholders shall have the following rights, powers, privileges, duties and liabilities: (a) The Unitholders shall have the right to obtain from the Sponsor the reports and information as are set forth in Article X and the list of Authorized Purchasers contemplated by Section 4.5(a)(i). The foregoing rights are in addition to, and do not limit, other remedies available to Unitholders under U.S. federal or state law. (b) The Unitholders shall receive the share of the distributions provided for in this Trust Agreement in the manner and at the times provided for in this Trust Agreement. (c) Except for the Unitholders’ redemption rights set forth in Article VIII hereof, Unitholders of a Fund shall have the right to demand the return of their capital only upon the dissolution and winding up of the applicable Fund or the Trust and only to the extent of funds available therefore. In no event shall a Unitholder of a Fund be entitled to demand property other than cash unless the Sponsor, as determined in its sole discretion, has specified property for distribution to all Unitholders of such Fund, or the Trust, as applicable. No Unitholder of any Fund shall have priority over any other Unitholder of such Fund either as to the return of capital or as to profits, losses or distributions. No Unitholder of any Fund shall have the right to bring an action for partition against the Trust or a Fund. (d) Unitholders, voting together as a single class, or, if the proposed change affects only certain Funds, of each affected Fund voting separately as a class, may vote to (i) approve the items set forth in 4.9(a), (ii) remove the Sponsor and elect a successor Sponsor as set forth in Section 5.12(e), (iii) approve amendments to this Trust Agreement as set forth in Section 12.1, (iv) continue the Trust as provided in Section 14.1(a), (v) terminate the Trust as provided in Section 14.1(e), and (vi) in the event there is no Sponsor, elect the Liquidating Trustee as set forth in Section 14.2. Unless otherwise specified in the relevant section of this Trust Agreement or in federal law or regulations of rules on any exchange, any matter upon which the Unitholders vote shall be approved by the affirmative vote of Unitholders holding Units representing at least 66 2/3% of the outstanding Units of the Trust or the applicable Fund, as the case may be. Except as expressly provided in this Trust Agreement, the Unitholders shall have no voting or other rights with respect to the Trust or any Fund.

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