SERVICES TO BE PROVIDED. Xxxxxx Associates shall provide the following services to the Fund at Xxxxxx Associates' own expense: (a) coordinating all matters relating to the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the Fund; (b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates has determined such qualification and/or registration to be advisable; (c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company; (d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund; (e) issuing certain correspondence to shareholders; (f) maintaining or supervising the maintenance of certain books and records; (g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and (h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 4 contracts
Samples: Administrative Services Agreement (Berger Investment Portfolio Trust), Administrative Services Agreement (Berger Investment Portfolio Trust), Administrative Services Agreement (Berger Investment Portfolio Trust)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 2.1 Subject to Section 2.2, the Corporate Services Provider is prepared to provide the following Corporate Services (the “Corporate Services”) for and in respect of the Corporation for so long as a majority of the Board of Directors of the Corporation is comprised of designated directors appointed pursuant to the Letter Agreement and agrees (subject, in each case, to the obligations of the Corporate Services Provider in its capacity as Trustee pursuant to the Declaration of Trust) to arrange on behalf of, and at the sole expense of the Corporation for the following services to be provided to and in respect of the Fund at Xxxxxx Associates' own expenseCorporation:
(a) coordinating all matters relating to general corporate secretarial, registrar and company administration services required by the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the FundCorporation;
(b) providing personnel the preparation, keeping and assistance necessary to maintain auditing (if applicable) of the qualification and/or registration to sell shares under accounts of the federal securities laws Corporation and in each state where Xxxxxx Associates has determined such qualification and/or registration books and records as are required by any applicable law or otherwise to be advisablekept by the Corporation for the proper conduct of the affairs of the Corporation;
(c) monitoring providing all necessary staff and facilities for the Fund's compliance with (i) Corporation, including the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines provision of the FundCompany’s registered office (which shall be located at c/o Computershare Trust Company of Canada, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act000 Xxxxxxxxxx Xxxxxx, the 1940 Act0xx Xxxxx, the rules thereunderXxxxx Xxxxx, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue CodeXxxxxxx, applicable to the Fund as a regulated investment companyXX X0X 0X0;
(d) supervising keeping the preparation register of any or all registration statements shareholders, issuing share certificates, and effecting share transfers and filing (including prospectuses in compliance with the Trust Deed and statements insofar as the Board of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders Directors of the FundCorporation have duly approved, signed and delivered the same and moneys in respect of applicable fees are made available) any applicable corporate returns and filings, consents of directors, and tax returns and filings in Canada or any jurisdiction in which such consents, returns or filings are required by applicable law;
(e) issuing certain correspondence to the convening of shareholders’ and directors’ meetings of the Corporation as and when required in accordance with the requirements of the Canada Business Corporations Act (the “Act”) and when required providing facilities for holding such meetings and preparing and keeping minutes of such meetings;
(f) maintaining accepting service of process and any other documents or supervising notices to be served on the maintenance of certain books and recordsCorporation;
(g) providing such other corporate administration services as may be required by the Trust with adequate personnelCorporation from time to time;
(h) as and when requested by a director, office space, communications facilities and other facilities necessary for operation the secretary of the Fund Corporation or the accountants or auditors of the Corporation, as contemplated the case may be, to deliver to such person such information in connection with the Corporation as may be in the possession of the Corporate Services Provider or as may be reasonably obtainable by this Agreementit;
(i) as and when requested under the terms of any agreements to which the Corporation is party, the delivery to any person entitled to it under such terms of such information or documents which is (a) provided for under such agreements, and (b) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(j) at the request of the Board of Directors of the Corporation, prepare and forward to the shareholders all statements and notices which the Board of Directors of the Corporation is required to issue, send or serve in accordance with the Act;
(k) give, at the request of the Board of Directors of the Corporation, any directions and information to any providers of services (such as auditors, accountants, financial or management advisers or counsel, as applicable) or other agents appointed by the Board of Directors or the officers of the Corporation, as the case may be; and
(hl) preparing and rendering use its best efforts to cause the Corporation (to the Trustees extent that the Corporation has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which the Corporation is bound.
2.2 In providing the Corporate Services, the Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of the Trust Corporate Services or in the exercise of any of its rights or powers in connection therewith if there are reasonable grounds for believing that the reimbursement of such periodic expenditure or indemnity satisfactory to it against such risk or liability is not assured to it, provided that the Corporate Services Provider shall, forthwith upon making such a determination, deliver notice of the same to the Guarantor and special reports as the Trustees may reasonably requestClient, which notice shall indicate the grounds for such belief.
2.3 The Corporate Services Provider shall not be responsible for any misconduct or negligence on the part of any person or entity appointed with reasonable due care by it to provide any of the Corporate Services.
Appears in 2 contracts
Samples: Corporate Services Agreement (BMO Covered Bond Guarantor Limited Partnership), Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 2.1 Subject to Section 2.2, the Corporate Services Provider is prepared to provide the following Corporate Services (the “Corporate Services”) for and in respect of the Corporation for so long as a majority of the Board of Directors of the Corporation is comprised of designated directors appointed pursuant to the Letter Agreement and agrees (subject, in each case, to the obligations of the Corporate Services Provider in its capacity as Trustee pursuant to the Declaration of Trust) to arrange on behalf of, and at the sole expense of the Corporation for the following services to be provided to and in respect of the Fund at Xxxxxx Associates' own expenseCorporation:
(a) coordinating all matters relating to general corporate secretarial, registrar and company administration services required by the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the FundCorporation;
(b) providing personnel the preparation, keeping and assistance necessary to maintain auditing (if applicable) of the qualification and/or registration to sell shares under accounts of the federal securities laws Corporation and in each state where Xxxxxx Associates has determined such qualification and/or registration books and records as are required by any applicable law or otherwise to be advisablekept by the Corporation for the proper conduct of the affairs of the Corporation;
(c) monitoring providing all necessary staff and facilities for the Fund's compliance with (i) Corporation, including the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines provision of the FundCompany's registered office (which shall be located at c/o Computershare Trust Company of Canada, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act000 Xxxxxxxxxx Xxxxxx, the 1940 Act00xx Xxxxx, the rules thereunderXxxxx Xxxxx, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue CodeXxxxxxx, applicable to the Fund as a regulated investment companyXX X0X 0X0;
(d) supervising keeping the preparation register of any or all registration statements shareholders, issuing share certificates, and effecting share transfers and filing (including prospectuses in compliance with the Trust Deed and statements insofar as the Board of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders Directors of the FundCorporation have duly approved, signed and delivered the same and monies in respect of applicable fees are made available) as any applicable corporate returns and filings, consents of directors, and tax returns and filings in Canada or any jurisdiction in which such consents, returns or filings are required by applicable law;
(e) issuing certain correspondence to the convening of shareholders’ and directors’ meetings of the Corporation as and when required in accordance with the requirements of the Canada Business Corporations Act (the “Act”) in and when required providing facilities for holding such meetings and preparing and keeping minutes of such meetings;
(f) maintaining accepting service of process and any other documents or supervising notices to be served on the maintenance of certain books and recordsCorporation;
(g) providing such other corporate administration services as may be required by the Trust with adequate personnelCorporation from time to time ;
(h) as and when requested by a director, office space, communications facilities and other facilities necessary for operation the secretary of the Fund Corporation or the accountants or auditors of the Corporation, as contemplated the case may be, to deliver to such person such information in connection with the Corporation as may be in the possession of the Corporate Services Provider or as may be reasonably obtainable by this Agreementit;
(i) as and when requested under the terms of any agreements to which the Corporation is party, the delivery to any person entitled to it under such terms of such information or documents which is (a) provided for under such agreements, and (b) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(j) at the request of the Board of Directors of the Corporation, prepare and forward to the shareholders all statements and notices which the Board of Directors of the Corporation is required to issue, send or serve in accordance with the Act;
(k) give, at the request of the Board of Directors of the Company, any directions and information to any providers of services (such as auditors, accountants, financial or management advisers or counsel, as applicable) or other agents appointed by the Board of Directors or the officers of the Corporation, as the case may be; and
(hl) preparing and rendering use its best efforts to cause the Corporation (to the Trustees extent that the Corporation has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which the Corporation is bound.
2.2 In providing the Corporate Services, the Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of the Trust Corporate Services or in the exercise of any of its rights or powers in connection therewith if there are reasonable grounds for believing that the reimbursement of such periodic expenditure or indemnity satisfactory to it against such risk or liability is not assured to it, provided that the Corporate Services Provider shall, forthwith upon making such a determination, deliver notice of the same to the Guarantor LP and special reports as the Trustees may reasonably requestClient, which notice shall indicate the grounds for such belief.
2.3 The Corporate Services Provider shall not be responsible for any misconduct or negligence on the part of any person or entity appointed with reasonable due care by it to provide any of the Corporate Services.
Appears in 2 contracts
Samples: Corporate Services Agreement (RBC Covered Bond Guarantor Limited Partnership), Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 2.1 Subject to Section 2.2, the Corporate Services Provider is prepared to provide the following Corporate Services (the “Corporate Services”) for and in respect of the Corporation for so long as a majority of the Board of Directors of the Corporation is comprised of designated directors appointed by or on behalf of CCDQ Covered Bond (Legislative) LGP Trust and agrees (subject, in each case, to the obligations of the Corporate Services Provider in its capacity as Trustee pursuant to the Declaration of Trust) to arrange on behalf of, and at the sole expense of the Corporation for the following services to be provided to and in respect of the Fund at Xxxxxx Associates' own expenseCorporation:
(a) coordinating all matters relating to general corporate secretarial, registrar and company administration services required by the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the FundCorporation;
(b) providing personnel the preparation, keeping and assistance necessary to maintain auditing (if applicable) of the qualification and/or registration to sell shares under accounts of the federal securities laws Corporation and in each state where Xxxxxx Associates has determined such qualification and/or registration books and records as are required by any applicable law or otherwise to be advisablekept by the Corporation for the proper conduct of the affairs of the Corporation;
(c) monitoring providing all necessary staff and facilities for the Fund's compliance with (i) Corporation, including the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines provision of the FundCorporation’s registered office (which shall be located at c/o Computershare Trust Company of Canada, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act0000 Xxxxxxxxxx Xxxxxx, the 1940 ActXxxxx 000, the rules thereunderXxxxxxxx, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue CodeXxxxxx, applicable to the Fund as a regulated investment companyXxxxxx, X0X 0X0);
(d) supervising keeping the preparation register of any or all registration statements shareholders, issuing share certificates, and effecting share transfers and filing (including prospectuses in compliance with the Trust Deed and statements insofar as the Board of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders Directors of the FundCorporation have duly approved, signed and delivered the same and moneys in respect of applicable fees are made available) any applicable corporate returns and filings, consents of directors, and tax returns and filings in Canada or any jurisdiction in which such consents, returns or filings are required by applicable law;
(e) issuing certain correspondence to the convening of shareholders’ and directors’ meetings of the Corporation as and when required in accordance with the requirements of the Canada Business Corporations Act (the “Act”) and when required providing facilities for holding such meetings and preparing and keeping minutes of such meetings;
(f) maintaining accepting service of process and any other documents or supervising notices to be served on the maintenance of certain books and recordsCorporation;
(g) providing such other corporate administration services as may be required by the Trust with adequate personnelCorporation from time to time;
(h) as and when requested by a director, office space, communications facilities and other facilities necessary for operation the secretary of the Fund Corporation or the accountants or auditors of the Corporation, as contemplated the case may be, to deliver to such person such information in connection with the Corporation as may be in the possession of the Corporate Services Provider or as may be reasonably obtainable by this Agreementit;
(i) as and when requested under the terms of any agreements to which the Corporation is party, the delivery to any person entitled to it under such terms of such information or documents which is (i) provided for under such agreements, and (ii) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(j) at the request of the Board of Directors of the Corporation, prepare and forward to the shareholders all statements and notices which the Board of Directors of the Corporation is required to issue, send or serve in accordance with the Act;
(k) give, at the request of the Board of Directors of the Corporation, any directions and information to any providers of services (such as auditors, accountants, financial or management advisers or counsel, as applicable) or other agents appointed by the Board of Directors or the officers of the Corporation, as the case may be; and
(hl) preparing and rendering use its best efforts to cause the Corporation (to the Trustees extent that the Corporation has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which the Corporation is bound.
2.2 In providing the Corporate Services, the Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of the Trust Corporate Services or in the exercise of any of its rights or powers in connection therewith if there are reasonable grounds for believing that the reimbursement of such periodic expenditure or indemnity satisfactory to it against such risk or liability is not assured to it, provided that the Corporate Services Provider shall, forthwith upon making such a determination, deliver notice of the same to the Guarantor and special reports as the Trustees may reasonably requestClient, which notice shall indicate the grounds for such belief.
2.3 The Corporate Services Provider shall not be responsible for any misconduct, fault or negligence on the part of any person or entity appointed with reasonable due care by it to provide any of the Corporate Services.
2.4 In providing the Corporate Services, the Corporate Services Provider shall comply with the provisions of, and perform its obligations under this Agreement and the other Transaction Documents to which it is a party in compliance with the CMHC Guide.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 2.1 Subject to Section 2.2, the Corporate Services Provider is prepared to provide the following Corporate Services (the “Corporate Services”) for and in respect of the Corporation for so long as a majority of the Board of Directors of the Corporation is comprised of designated directors appointed pursuant to the Letter Agreement and agrees (subject, in each case, to the obligations of the Corporate Services Provider in its capacity as Trustee pursuant to the Declaration of Trust) to arrange on behalf of, and at the sole expense of the Corporation for the following services to be provided to and in respect of the Fund at Xxxxxx Associates' own expenseCorporation:
(a) coordinating all matters relating to general corporate secretarial, registrar and company administration services required by the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the FundCorporation;
(b) providing personnel the preparation, keeping and assistance necessary to maintain auditing (if applicable) of the qualification and/or registration to sell shares under accounts of the federal securities laws Corporation and in each state where Xxxxxx Associates has determined such qualification and/or registration books and records as are required by any applicable law or otherwise to be advisablekept by the Corporation for the proper conduct of the affairs of the Corporation;
(c) monitoring providing all necessary staff and facilities for the Fund's compliance with (i) Corporation, including the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines provision of the FundCompany’s registered office (which shall be located at c/o Computershare Trust Company of Canada, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act000 Xxxxxxxxxx Xxxxxx, the 1940 Act00xx Xxxxx, the rules thereunderXxxxxxx, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyXX X0X 0X0);
(d) supervising keeping the preparation register of any or all registration statements shareholders, issuing share certificates, and effecting share transfers and filing (including prospectuses in compliance with the Trust Deed and statements insofar as the Board of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders Directors of the FundCorporation have duly approved, signed and delivered the same and moneys in respect of applicable fees are made available) any applicable corporate returns and filings, consents of directors, and tax returns and filings in Canada or any jurisdiction in which such consents, returns or filings are required by applicable law;
(e) issuing certain correspondence to the convening of shareholders’ and directors’ meetings of the Corporation as and when required in accordance with the requirements of the Canada Business Corporations Act (the “Act”) and when required providing facilities for holding such meetings and preparing and keeping minutes of such meetings;
(f) maintaining accepting service of process and any other documents or supervising notices to be served on the maintenance of certain books and recordsCorporation;
(g) providing such other corporate administration services as may be required by the Trust with adequate personnelCorporation from time to time;
(h) as and when requested by a director, office space, communications facilities and other facilities necessary for operation the secretary of the Fund Corporation or the accountants or auditors of the Corporation, as contemplated the case may be, to deliver to such person such information in connection with the Corporation as may be in the possession of the Corporate Services Provider or as may be reasonably obtainable by this Agreementit;
(i) as and when requested under the terms of any agreements to which the Corporation is party, the delivery to any person entitled to it under such terms of such information or documents which is (a) provided for under such agreements, and (b) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(j) at the request of the Board of Directors of the Corporation, prepare and forward to the shareholders all statements and notices which the Board of Directors of the Corporation is required to issue, send or serve in accordance with the Act;
(k) give, at the request of the Board of Directors of the Corporation, any directions and information to any providers of services (such as auditors, accountants, financial or management advisers or counsel, as applicable) or other agents appointed by the Board of Directors or the officers of the Corporation, as the case may be; and
(hl) preparing and rendering use its best efforts to cause the Corporation (to the Trustees extent that the Corporation has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which the Corporation is bound.
2.2 In providing the Corporate Services, the Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of the Trust Corporate Services or in the exercise of any of its rights or powers in connection therewith if there are reasonable grounds for believing that the reimbursement of such periodic expenditure or indemnity satisfactory to it against such risk or liability is not assured to it, provided that the Corporate Services Provider shall, forthwith upon making such a determination, deliver notice of the same to the Guarantor and special reports as the Trustees may reasonably requestClient, which notice shall indicate the grounds for such belief.
2.3 The Corporate Services Provider shall not be responsible for any misconduct or negligence on the part of any person or entity appointed with reasonable due care by it to provide any of the Corporate Services.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 7.1 Subject to Clauses 7.2 to 7.4 below, the Corporate Services Provider agrees to provide the following services to (the Fund at Xxxxxx Associates' own expense:Corporate Services):
(a) coordinating all matters relating to the operations assist each of the FundCompanies in preparing and maintaining such books and records as are required by any Requirement of Law, including any necessary coordination among Regulatory Direction or otherwise to be kept by each of the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions Companies for the Fundproper conduct and affairs of each of the Companies;
(b) providing personnel a registered and assistance necessary to maintain administrative office for each of the qualification and/or registration to sell shares under the federal securities laws and in each state where Companies (which shall be initially located at Xxxxx Xxxxx, 0 Xxxx’x Xxxx Xxxx, Xxxxxx Associates has determined such qualification and/or registration to be advisableXX0X 0XX;
(c) monitoring keeping the Fund's compliance with register of shareholders, issuing share certificates, and effecting share transfers and filings (iinsofar as the Board of Directors have approved, signed and delivered the same and monies in respect of applicable fees are made available) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines for each of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyCompanies;
(d) supervising in respect of each Company, procuring the preparation and filing of any applicable statutory returns and tax filings required by applicable law or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with by United Kingdom regulatory authorities and distribution to shareholders of the Fundauthorities;
(e) issuing certain correspondence to shareholdersconvening such Board of Director meetings as may be required and one annual general meeting in each calendar year for each of the Companies, as and when required;
(f) maintaining as and when requested by a Director, the Secretary or supervising the maintenance auditor of certain books and recordsany of the Companies, delivering to such person such information in connection with the relevant Company as may be in the possession of the Corporate Services Provider or, as the case may be, reasonably obtainable by it;
(g) providing at the Trust request of the Board of Directors, preparing and forwarding to the shareholders all financial statements and notices which the Board of Directors is required to issue and sending or serving the same in accordance with adequate personnelthe relevant Company's Articles of Association;
(h) giving, office spaceat the request of the Board of Directors, communications facilities any information concerning the relevant Company to any providers of services (such as the Servicer, auditors, accountants, financial or management advisers or attorneys) or other agents appointed by the Board of Directors;
(i) acting at all times in accordance with all reasonable and proper directions, orders and instructions given to it in writing or in board meetings by the Board of Directors;
(j) communicating with the Directors as necessary;
(k) in respect of each Company, as and when requested under the terms of any agreements to which the Company is party, the delivery to any person entitled to it under such terms of such information or documents which is (i) provided for under such agreements, and (ii) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(l) use of its best efforts to cause each of the Companies (to the extent that the relevant Company has sufficient funds and other facilities necessary for operation resources and is otherwise able to do so) to comply with its obligations under any agreement by which such Company is bound;
(m) a full review of the Fund as contemplated documentation for the issue of the Notes and attendance by this Agreementits nominated Directors at all meetings relating to such Notes; and
(hn) preparing execution and rendering to delivery by the Trustees Issuer of the compliance certificate stipulated in Clause 15(g) of the Trust such periodic Deed.
7.2 The Corporate Services Provider may agree to provide certain other supplementary services which any of the Companies and special reports the Security Trustee may from time to time request the Corporate Services Provider to carry out, or that the Corporate Services Provider deems necessary as being ancillary to the statutory duties of the Directors nominated by the Corporate Services Provider (Additional Services).
7.3 If either the Issuer or Holdings is (i) a “reporting financial institution” as that term is defined in the Reporting Regulations, or (ii) required to report information to any tax authority under any legislation or regulations implementing any present or future international arrangements of a similar nature for the exchange of financial information between jurisdictions, then the Corporate Services Provider shall arrange, on behalf and at the cost of the Issuer or Holdings (as the Trustees case may be), for such activities that are reasonably requestrequired to be carried out in order for such entity to comply with any such requirements applicable to it from time to time, including, without limitation, any identification, due diligence and/or reporting obligations, and any ancillary activities.
7.4 If required, the Corporate Services Provider may hold (i) funds relating to the share capital of the Issuer or Holdings, as applicable, only and (ii) any other funds provided that all Secured Obligations have been irrevocably discharged in full (which occurrence shall be notified to the Corporate Services Provider in writing by the Security Trustee as soon as reasonably practicable), for and on behalf of the Issuer and/or Holdings with a regulated financial institution and manage it, provided that:
(a) such funds shall be maintained in segregated ledgers in the name of the Issuer or Holdings, as applicable;
(b) such funds will be held in a non-interest bearing account;
(c) any fees payable on such account shall be paid by the Corporate Services Provider; and
(d) the Issuer and Holdings agree that the Corporate Services Provider shall not be responsible for any loss of funds held in accordance with this clause 7.4.
7.5 The Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties referred to in Clauses 7.1, 7.2 or 7.3 or in the exercise of any of its rights or powers thereunder if there are reasonable grounds for it believing that the reimbursement of such expenditure or indemnity satisfactory to it against such risk or liability is not assured.
7.6 The Issuer acknowledges that the Corporate Services Provider is not responsible for providing any tax advice to the Issuer.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. BY XXXXXX XXXX. With respect to Investor Class Shares of each Fund, Xxxxxx Associates Xxxx shall provide provide, if instructed by independent investment advisers on behalf of their shareholder clients, the following services services. With respect to Select Class Shares of each Fund, Xxxxxx Xxxx may provide, if requested by independent investment advisers on behalf of their shareholder clients or by shareholders, one or more of the following services:
A. Establish and maintain a toll-free telephone number for shareholders of a Fund to use to obtain or receive up-to-date account information;
B. Make available to shareholders of a Fund quarterly reports with respect to the performance of a Fund, such reports to be separate and apart from the Trust’s semi-annual and annual reports to shareholders;
C. Provide the shareholders of a Fund at Xxxxxx Associates' own expense:
(a) coordinating all matters relating to the operations of with such information regarding the Fund, including any necessary coordination among and their investment in its shares, as they or the Trust may reasonably request;
D. Arrange for the purchase, exchange, redemption or transfer of Fund shares in conjunction with the shareholder’s custodian of record;
E. Arrange for the transmission of proxy statements, annual reports, semi-annual reports, prospectuses, privacy policies and other communications from the Trust;
F. Arrange for the fulfillment of the customer identification program in relation to the shareholders of a Fund pursuant to the Trust’s anti-money laundering policies and procedures;
G. Promptly address shareholder complaints directed to or brought to the attention of the Trust or Xxxxxx Xxxx;
H. Maintain a technological platform whereby shareholders can access up-to-date information related to their respective holdings in a Fund via the internet; and
I. Provide such other related services as the Trust’s Board of Trustees or shareholders may reasonably request, consistent with applicable law, the Trust’s governing documents, the investment advisorobjectives, transfer agentinvestment program, dividend disbursing agent, fund accounting agent, accountants, attorneys policies and other parties performing services or operational functions for restrictions of the Fund;
(b) providing personnel Funds as provided in the then-current prospectus and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and then-current Statement of Additional Information contained in each state where Xxxxxx Associates has determined such qualification and/or registration to be advisable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement ’s Registration Statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Securities Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Shareholder Service Agreement (Sa Funds Investment Trust)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 2.1 Subject to Section 2.2, the Corporate Services Provider is prepared to provide the following Corporate Services (the “Corporate Services”) for and in respect of the Corporation for so long as a majority of the Board of Directors of the Corporation is comprised of designated directors appointed pursuant to the Letter Agreement and agrees (subject, in each case, to the obligations of the Corporate Services Provider in its capacity as Trustee pursuant to the Declaration of Trust) to arrange on behalf of, and at the sole expense of the Corporation for the following services to be provided to and in respect of the Fund at Xxxxxx Associates' own expenseCorporation:
(a) coordinating all matters relating to general corporate secretarial, registrar and company administration services required by the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the FundCorporation;
(b) providing personnel the preparation, keeping and assistance necessary to maintain auditing (if applicable) of the qualification and/or registration to sell shares under accounts of the federal securities laws Corporation and in each state where Xxxxxx Associates has determined such qualification and/or registration books and records as are required by any applicable law or otherwise to be advisablekept by the Corporation for the proper conduct of the affairs of the Corporation;
(c) monitoring providing all necessary staff and facilities for the Fund's compliance with (i) Corporation, including the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines provision of the FundCompany’s registered office (which shall be located at c/o Computershare Trust Company of Canada, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act000 Xxxxxxxxxx Xxxxxx, the 1940 Act00xx Xxxxx Xxxxxxx, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyXX X0X 0X0);
(d) supervising keeping the preparation register of any or all registration statements shareholders, issuing share certificates, and effecting share transfers and filing (including prospectuses in compliance with the Trust Deed and statements insofar as the Board of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders Directors of the FundCorporation have duly approved, signed and delivered the same and moneys in respect of applicable fees are made available) any applicable corporate returns and filings, consents of directors, and tax returns and filings in Canada or any jurisdiction in which such consents, returns or filings are required by applicable law;
(e) issuing certain correspondence to the convening of shareholders’ and directors’ meetings of the Corporation as and when required in accordance with the requirements of the Canada Business Corporations Act (the “Act”) and when required providing facilities for holding such meetings and preparing and keeping minutes of such meetings;
(f) maintaining accepting service of process and any other documents or supervising notices to be served on the maintenance of certain books and recordsCorporation;
(g) providing such other corporate administration services as may be required by the Trust with adequate personnelCorporation from time to time;
(h) as and when requested by a director, office space, communications facilities and other facilities necessary for operation the secretary of the Fund Corporation or the accountants or auditors of the Corporation, as contemplated the case may be, to deliver to such person such information in connection with the Corporation as may be in the possession of the Corporate Services Provider or as may be reasonably obtainable by this Agreementit;
(i) as and when requested under the terms of any agreements to which the Corporation is party, the delivery to any person entitled to it under such terms of such information or documents which is (i) provided for under such agreements, and (ii) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(j) at the request of the Board of Directors of the Corporation, prepare and forward to the shareholders all statements and notices which the Board of Directors of the Corporation is required to issue, send or serve in accordance with the Act;
(k) give, at the request of the Board of Directors of the Corporation, any directions and information to any providers of services (such as auditors, accountants, financial or management advisers or counsel, as applicable) or other agents appointed by the Board of Directors or the officers of the Corporation, as the case may be; and
(hl) preparing and rendering use its best efforts to cause the Corporation (to the Trustees extent that the Corporation has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which the Corporation is bound.
2.2 In providing the Corporate Services, the Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of the Trust Corporate Services or in the exercise of any of its rights or powers in connection therewith if there are reasonable grounds for believing that the reimbursement of such periodic expenditure or indemnity satisfactory to it against such risk or liability is not assured to it, provided that the Corporate Services Provider shall, forthwith upon making such a determination, deliver notice of the same to the Guarantor and special reports as the Trustees may reasonably requestClient, which notice shall indicate the grounds for such belief.
2.3 The Corporate Services Provider shall not be responsible for any misconduct or negligence on the part of any person or entity appointed with reasonable due care by it to provide any of the Corporate Services.
2.4 In providing the Corporate Services, the Corporate Services Provider shall comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is a party, and the CMHC Guide.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall provide the following services to the Fund at Xxxxxx Associates' own expense:
(a) coordinating all matters relating to the operations of the Fund, including any necessary coordination among the investment advisor, sub-advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the Fund;dividend
(b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates has determined such qualification and/or registration to be advisable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Administrative Services Agreement (Berger Investment Portfolio Trust)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall provide The Administrator agrees to provide, through its officers and employees, the following administrative services to the Fund at Xxxxxx Associates' own expenseNELF:
(a) coordinating all matters relating Respond to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the operations of the FundTrustee, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions with respect to the Loans and respond to requests by NELF's independent auditors for the Fundinformation concerning NELF's financial affairs;
(b) providing personnel Maintain financial records concerning the Trust Estate (as defined in the Indenture) and, if furnished adequate information with respect to financial affairs not related to the Loans, prepare and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws a general ledger and in each state where Xxxxxx Associates has determined such qualification and/or registration to be advisablefinancial statements for NELF;
(c) monitoring Provide instructions required by the Fund's compliance Indenture or otherwise to the Trustee with respect to the administration of the Trust Estate;
(d) Furnish to NELF or the Trustee copies of reports received with respect to the Loans, and prepare such additional reports with respect to the Trust Estate, which are as required by the Indenture or which NELF or the Trustee may reasonably request from time to time;
(e) Prepare, or cause to be prepared, and furnish to NELF annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture;
(f) Direct the Trustee to make required distributions from the funds as provided in the Indenture;
(g) Prepare, based on periodic data received from the Servicer, and provide quarterly and annual distribution statements to the Trustee and any related federal income tax reporting information;
(h) Establish, in consultation with the Remarketing Agents, the terms of the Reset Rate Notes with respect to each reset period and such other services to be performed by the Administrator pursuant to the Remarketing Agreement;
(i) Provide information as NELF is required by (i) the Trust's trust instrumentSecurities Act of 1933, as amended from time amended, and the Securities Exchange Act of 1934, as amended, to time any requesting holder of Series 2004-2 Notes (as defined in the "Trust Instrument"Indenture), bylaws and currently effective registration statement under (ii) Rule 144A(d)(4) of the Securities Act of 1933, as amended to any requesting holder of Class A-5a Notes (as defined in the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"Indenture); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company;
(dj) supervising Direct the preparation of any Trustee to sell or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of auction loans in the FundTrust Estate when permitted;
(ek) issuing certain correspondence to shareholdersArrange for Derivative Products on behalf of NELF and the Trust Estate;
(fl) maintaining Remove or supervising the maintenance of certain books appoint Remarketing Agents, Broker-Dealers, Market Agents and recordsAuction Agents;
(gm) providing Determine the Trust fair market value of Loans to be purchased or sold by NELF from time to time;
(n) Such other services with adequate personnel, office space, communications facilities and other facilities necessary for operation respect to administration of the Fund Loans as contemplated by this AgreementNELF may reasonably request; and
(ho) preparing and rendering to Such other services required under the Trustees of the Trust such periodic and special reports Indenture as the Trustees NELF may reasonably request. It is expressly agreed that the Administrator will not engage legal or accounting firms on behalf of NELF, and NELF will not be responsible for compensating any such expenditures made by the Administrator.
Appears in 1 contract
Samples: Administrative Services Agreement (Nelnet Education Loan Funding Inc)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 2.1 Subject to Section 2.2, the Corporate Services Provider is prepared to provide the following Corporate Services (the “Corporate Services”) for and in respect of the Corporation for so long as a majority of the Board of Directors of the Corporation is comprised of designated directors appointed pursuant to the Letter Agreement and agrees (subject, in each case, to the obligations of the Corporate Services Provider in its capacity as Trustee pursuant to the Declaration of Trust) to arrange on behalf of, and at the sole expense of the Corporation for the following services to be provided to and in respect of the Fund at Xxxxxx Associates' own expenseCorporation:
(a) coordinating all matters relating to general corporate secretarial, registrar and company administration services required by the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the FundCorporation;
(b) providing personnel the preparation, keeping and assistance necessary to maintain auditing (if applicable) of the qualification and/or registration to sell shares under accounts of the federal securities laws Corporation and in each state where Xxxxxx Associates has determined such qualification and/or registration books and records as are required by any applicable law or otherwise to be advisablekept by the Corporation for the proper conduct of the affairs of the Corporation;
(c) monitoring providing all necessary staff and facilities for the Fund's compliance with (i) Corporation, including the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines provision of the FundCompany’s registered office (which shall be located at c/o Computershare Trust Company of Canada, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act000 Xxxxxxxxxx Xxxxxx, the 1940 Act00xx Xxxxx, the rules thereunderXxxxxxx, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyXxxxxxx X0X 0X0);
(d) supervising keeping the preparation register of any or all registration statements shareholders, issuing share certificates, and effecting share transfers and filing (including prospectuses in compliance with the Trust Deed and statements insofar as the Board of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders Directors of the FundCorporation have duly approved, signed and delivered the same and moneys in respect of applicable fees are made available) any applicable corporate returns and filings, consents of directors, and tax returns and filings in Canada or any jurisdiction in which such consents, returns or filings are required by applicable law;
(e) issuing certain correspondence to the convening of shareholders’ and directors’ meetings of the Corporation as and when required in accordance with the requirements of the Canada Business Corporations Act (the “Act”) and when required providing facilities for holding such meetings and preparing and keeping minutes of such meetings;
(f) maintaining accepting service of process and any other documents or supervising notices to be served on the maintenance of certain books and recordsCorporation;
(g) providing such other corporate administration services as may be required by the Trust with adequate personnelCorporation from time to time;
(h) as and when requested by a director, office space, communications facilities and other facilities necessary for operation the secretary of the Fund Corporation or the accountants or auditors of the Corporation, as contemplated the case may be, to deliver to such person such information in connection with the Corporation as may be in the possession of the Corporate Services Provider or as may be reasonably obtainable by this Agreementit;
(i) as and when requested under the terms of any agreements to which the Corporation is party, the delivery to any person entitled to it under such terms of such information or documents which is (a) provided for under such agreements, and (b) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(j) at the request of the Board of Directors of the Corporation, prepare and forward to the shareholders all statements and notices which the Board of Directors of the Corporation is required to issue, send or serve in accordance with the Act;
(k) give, at the request of the Board of Directors of the Corporation, any directions and information to any providers of services (such as auditors, accountants, financial or management advisers or counsel, as applicable) or other agents appointed by the Board of Directors or the officers of the Corporation, as the case may be; and
(hl) preparing and rendering use its best efforts to cause the Corporation (to the Trustees extent that the Corporation has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which the Corporation is bound.
2.2 In providing the Corporate Services, the Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of the Trust Corporate Services or in the exercise of any of its rights or powers in connection therewith if there are reasonable grounds for believing that the reimbursement of such periodic expenditure or indemnity satisfactory to it against such risk or liability is not assured to it, provided that the Corporate Services Provider shall, forthwith upon making such a determination, deliver notice of the same to the Guarantor and special reports as the Trustees may reasonably requestClient, which notice shall indicate the grounds for such belief.
2.3 In providing the Corporate Services, the Corporate Services Provider shall comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is a party and the CMHC Guide.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 2.1 Subject to Section 2.2, the Corporate Services Provider is prepared to provide the following Corporate Services (the “Corporate Services”) for and in respect of the Corporation for so long as a majority of the Board of Directors of the Corporation is comprised of designated directors appointed pursuant to the Letter Agreement and agrees (subject, in each case, to the obligations of the Corporate Services Provider in its capacity as Trustee pursuant to the Declaration of Trust) to arrange on behalf of, and at the sole expense of the Corporation for the following services to be provided to and in respect of the Fund at Xxxxxx Associates' own expenseCorporation:
(a) coordinating all matters relating to general corporate secretarial, registrar and company administration services required by the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the FundCorporation;
(b) providing personnel the preparation, keeping and assistance necessary to maintain auditing (if applicable) of the qualification and/or registration to sell shares under accounts of the federal securities laws Corporation and in each state where Xxxxxx Associates has determined such qualification and/or registration books and records as are required by any applicable law or otherwise to be advisablekept by the Corporation for the proper conduct of the affairs of the Corporation;
(c) monitoring providing all necessary staff and facilities for the Fund's compliance with (i) Corporation, including the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines provision of the FundCompany’s registered office (which shall be located at c/o Computershare Trust Company of Canada, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act0000 Xxxxxxxxxx Xxxxxx, the 1940 ActXxxxx 000, the rules thereunderXxxxxxxx, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyXxxxxx X0X 0X0);
(d) supervising keeping the preparation register of any or all registration statements shareholders, issuing share certificates, and effecting share transfers and filing (including prospectuses in compliance with the Trust Deed and statements insofar as the Board of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders Directors of the FundCorporation have duly approved, signed and delivered the same and moneys in respect of applicable fees are made available) any applicable corporate returns and filings, consents of directors, and tax returns and filings in Canada or any jurisdiction in which such consents, returns or filings are required by applicable law;
(e) issuing certain correspondence to the convening of shareholders’ and directors’ meetings of the Corporation as and when required in accordance with the requirements of the Canada Business Corporations Act (the “Act”) and when required providing facilities for holding such meetings and preparing and keeping minutes of such meetings;
(f) maintaining accepting service of process and any other documents or supervising notices to be served on the maintenance of certain books and recordsCorporation;
(g) providing such other corporate administration services as may be required by the Trust with adequate personnelCorporation from time to time;
(h) as and when requested by a director, office space, communications facilities and other facilities necessary for operation the secretary of the Fund Corporation or the accountants or auditors of the Corporation, as contemplated the case may be, to deliver to such person such information in connection with the Corporation as may be in the possession of the Corporate Services Provider or as may be reasonably obtainable by this Agreementit;
(i) as and when requested under the terms of any agreements to which the Corporation is party, the delivery to any person entitled to it under such terms of such information or documents which is (a) provided for under such agreements, and (b) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(j) at the request of the Board of Directors of the Corporation, prepare and forward to the shareholders all statements and notices which the Board of Directors of the Corporation is required to issue, send or serve in accordance with the Act;
(k) give, at the request of the Board of Directors of the Corporation, any directions and information to any providers of services (such as auditors, accountants, financial or management advisers or counsel, as applicable) or other agents appointed by the Board of Directors or the officers of the Corporation, as the case may be; and
(hl) preparing and rendering use its best efforts to cause the Corporation (to the Trustees extent that the Corporation has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which the Corporation is bound.
2.2 In providing the Corporate Services, the Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of the Trust Corporate Services or in the exercise of any of its rights or powers in connection therewith if there are reasonable grounds for believing that the reimbursement of such periodic expenditure or indemnity satisfactory to it against such risk or liability is not assured to it, provided that the Corporate Services Provider shall, forthwith upon making such a determination, deliver notice of the same to the Guarantor and special reports as the Trustees may reasonably requestClient, which notice shall indicate the grounds for such belief.
2.3 The Corporate Services Provider shall not be responsible for any misconduct or negligence on the part of any person or entity appointed with reasonable due care by it to provide any of the Corporate Services.
2.4 In providing the Corporate Services, the Corporate Services Provider shall comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is a party, and the CMHC Guide.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates Berger shall provide the following services to the Fund at Xxxxxx Associates' own expenseBerger'x xxx expense or procure the following service for the Funx:
(a) coordinating all matters relating to the operations of the Fund, including any necessary coordination among the investment advisor, sub-advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the Fund;
(b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates Berger has determined such qualification and/or registration to be advisablebx xxxxsable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Administrative Services Agreement (Berger Institutional Products Trust)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall Bergxx xxxll provide the following services to the Fund at Xxxxxx Associates' own expenseall administrative services reasonably necessary for the operation of the Fund (other than those services specified in Sections 3 and 5 hereof), including but not limited to:
(a) coordinating all matters relating to the operations of the Fund, including any necessary coordination among the investment advisor, any sub-advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the Fund;
(b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates has Bergxx xxx determined such qualification and/or registration to be advisable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "its Trust Instrument"), bylaws Bylaws and currently effective registration statement under the Securities Act of 1933, as amended 1933 (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from and directions of the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the Investment Advisers Act of 1940 ("Advisers Act"), the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a "regulated investment company";
(d) arranging for and supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Administrative Services Agreement (Berger Worldwide Funds Trust)
SERVICES TO BE PROVIDED. Xxxxxx Associates Berger shall provide the following services to the Fund at Xxxxxx Associates' own Bexxxx xwn expense:
(a) coordinating all matters relating to relatixx xx the operations of the Fund, including any necessary coordination among the investment advisor, sub-advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the Fund;
(b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates Berger has determined such qualification and/or registration to be xx xx advisable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Administrative Services Agreement (Berger Investment Portfolio Trust)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall ----------------------- provide the following services to the Fund at Xxxxxx Associates' own expense:
(a) coordinating all matters relating to the operations of the Fund, including any necessary coordination among the investment advisor, sub-advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties -1- performing services or operational functions for the Fund;
(b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates has determined such qualification and/or registration to be advisable;
(c) monitoring the Fund's compliance with (i) the its Declaration of Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Administrative Services Agreement (Omni Investment Fund)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 7.1 Subject to Clauses 7.2 to 7.4 below, the Corporate Services Provider agrees to provide the following services to (the Fund at Xxxxxx Associates' own expense:Corporate Services):
(a) coordinating all matters relating to the operations assist each of the FundCompanies in preparing and maintaining such books and records as are required by any Requirement of Law, including any necessary coordination among Regulatory Direction or otherwise to be kept by each of the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions Companies for the Fundproper conduct and affairs of each of the Companies;
(b) providing personnel a registered and assistance necessary to maintain administrative office for each of the qualification and/or registration to sell shares under the federal securities laws and in each state where Companies (which shall be initially located at Xxxxx Xxxxx, 0 Xxxx’x Xxxx Xxxx, Xxxxxx Associates has determined such qualification and/or registration to be advisableXX0X 0XX;
(c) monitoring keeping the Fund's compliance with register of shareholders, issuing share certificates, and effecting share transfers and filings (iinsofar as the Board of Directors have approved, signed and delivered the same and monies in respect of applicable fees are made available) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines for each of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyCompanies;
(d) supervising in respect of each Company, procuring the preparation and filing of any applicable statutory returns and tax filings required by applicable law or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with by United Kingdom regulatory authorities and distribution to shareholders of the Fundauthorities;
(e) issuing certain correspondence to shareholdersconvening such Board of Director meetings as may be required and one annual general meeting in each calendar year for each of the Companies, as and when required;
(f) maintaining as and when requested by a Director, the Secretary or supervising the maintenance auditor of certain books and recordsany of the Companies, delivering to such person such information in connection with the relevant Company as may be in the possession of the Corporate Services Provider or, as the case may be, reasonably obtainable by it;
(g) providing at the request of the Board of Directors, preparing and forwarding to the shareholders all financial statements and notices which the Board of Directors is required to issue and sending or serving the same in accordance with the relevant Company's Memorandum and Articles of Association;
(h) giving, at the request of the Board of Directors, any information concerning the relevant Company to any providers of services (such as the Servicer, auditors, accountants, financial or management advisers or attorneys) or other agents appointed by the Board of Directors;
(i) acting at all times in accordance with all reasonable and proper directions, orders and instructions given to it in writing or in board meetings by the Board of Directors;
(j) communicating with the Directors as necessary;
(k) in respect of each Company, as and when requested under the terms of any agreements to which the Company is party, the delivery to any person entitled to it under such terms of such information or documents which is (i) provided for under such agreements, and (ii) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(l) ensuring that any relevant notification, application, authorisation, permission, registration, consent or licence under the Data Protection Laws in respect of the Issuer remains current and up to date;
(m) use of its best efforts to cause each of the Companies (to the extent that the relevant Company has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which such Company is bound;
(n) a full review of the documentation for the issue of the Notes and attendance by its nominated Directors at all meetings relating to such Notes;
(o) execution and delivery by the Issuer of the compliance certificate stipulated in Clause 15(g) of the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this AgreementDeed; and
(hp) preparing in respect of each of the Companies, preparing, maintaining and rendering keeping up to date the register of people with significant control (the PSC register) and complying with the filing requirements applicable to the Trustees PSC register in accordance with the requirements of the Trust such periodic Companies Act and special reports any applicable Requirement of Law or Regulatory Direction.
7.2 The Corporate Services Provider may agree to provide certain other supplementary services which any of the Companies and the Security Trustee may from time to time request the Corporate Services Provider to carry out, or that the Corporate Services Provider deems necessary as being ancillary to the statutory duties of the Directors nominated by the Corporate Services Provider (Additional Services).
7.3 If either the Issuer or Holdings is (i) a “reporting financial institution” as that term is defined in the Reporting Regulations, or (ii) required to report information to any tax authority under any legislation or regulations implementing any present or future international arrangements of a similar nature for the exchange of financial information between jurisdictions, then the Corporate Services Provider shall arrange, on behalf and at the cost of the Issuer or Holdings (as the Trustees case may be), for such activities that are reasonably requestrequired to be carried out in order for such entity to comply with any such requirements applicable to it from time to time, including, without limitation, any identification, due diligence and/or reporting obligations, and any ancillary activities.
7.4 If required, the Corporate Services Provider may hold (i) funds relating to the share capital of the Issuer or Holdings, as applicable, only and (ii) any other funds provided that all Secured Obligations have been irrevocably discharged in full (which occurrence shall be notified to the Corporate Services Provider in writing by the Security Trustee as soon as reasonably practicable), for and on behalf of the Issuer and/or Holdings with a regulated financial institution and manage it, provided that:
(a) such funds shall be maintained in segregated ledgers in the name of the Issuer or Holdings, as applicable;
(b) such funds will be held in a non-interest bearing account;
(c) any fees payable on such account shall be paid by the Corporate Services Provider; and
(d) the Issuer and Holdings agree that the Corporate Services Provider shall not be responsible for any loss of funds held in accordance with this Clause 7.4.
7.5 The Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties referred to in Clauses 7.1, 7.2 or 7.3 or in the exercise of any of its rights or powers thereunder if there are reasonable grounds for it believing that the reimbursement of such expenditure or indemnity satisfactory to it against such risk or liability is not assured.
7.6 The Issuer acknowledges that the Corporate Services Provider is not responsible for providing any tax advice directly to the Issuer and the Corporate Services Provider acknowledges that it is responsible for ensuring that the Issuer receives all necessary tax advice.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 7.1 Subject to Clauses 7.2 to 7.4 below, the Corporate Services Provider agrees to provide the following services to (the Fund at Xxxxxx Associates' own expense:Corporate Services):
(a) coordinating all matters relating to the operations assist each of the FundCompanies in preparing and maintaining such books and records as are required by any Requirement of Law, including any necessary coordination among Regulatory Direction or otherwise to be kept by each of the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions Companies for the Fundproper conduct and affairs of each of the Companies;
(b) providing personnel a registered and assistance necessary to maintain administrative office for each of the qualification and/or registration to sell shares under the federal securities laws and in each state where Companies (which shall be initially located at Xxxxx Xxxxx, 0 Xxxx’x Xxxx Xxxx, Xxxxxx Associates has determined such qualification and/or registration to be advisableXX0X 0XX);
(c) monitoring keeping the Fund's compliance with register of shareholders, issuing share certificates, and effecting share transfers and filings (iinsofar as the Board of Directors have approved, signed and delivered the same and monies in respect of applicable fees are made available) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines for each of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyCompanies;
(d) supervising in respect of each Company, procuring the preparation and filing of any applicable statutory returns and tax filings required by applicable law or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with by United Kingdom regulatory authorities and distribution to shareholders of the Fundauthorities;
(e) issuing certain correspondence to shareholdersconvening such Board of Director meetings as may be required and one annual general meeting in each calendar year for each of the Companies, as and when required;
(f) maintaining as and when requested by a Director, the Secretary or supervising the maintenance auditor of certain books and recordsany of the Companies, delivering to such person such information in connection with the relevant Company as may be in the possession of the Corporate Services Provider or, as the case may be, reasonably obtainable by it;
(g) providing at the request of the Board of Directors, preparing and forwarding to the shareholders all financial statements and notices which the Board of Directors is required to issue and sending or serving the same in accordance with the relevant Company's Memorandum and Articles of Association;
(h) giving, at the request of the Board of Directors, any information concerning the relevant Company to any providers of services (such as the Servicer, auditors, accountants, financial or management advisers or attorneys) or other agents appointed by the Board of Directors;
(i) acting at all times in accordance with all reasonable and proper directions, orders and instructions given to it in writing or in board meetings by the Board of Directors;
(j) communicating with the Directors as necessary;
(k) in respect of each Company, as and when requested under the terms of any agreements to which the Company is party, the delivery to any person entitled to it under such terms of such information or documents which is (i) provided for under such agreements, and (ii) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(l) ensuring that any relevant notification, application, authorisation, permission, registration, consent or licence under the Data Protection Laws in respect of the Issuer remains current and up to date;
(m) use of its best efforts to cause each of the Companies (to the extent that the relevant Company has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which such Company is bound;
(n) a full review of the documentation for the issue of the Notes and attendance by its nominated Directors at all meetings relating to such Notes;
(o) execution and delivery by the Issuer of the compliance certificate stipulated in Clause 15(g) (Covenants by the Issuer) of the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this AgreementDeed; and
(hp) preparing in respect of each of the Companies, preparing, maintaining and rendering keeping up to date the register of people with significant control (the PSC register) and complying with the filing requirements applicable to the Trustees PSC register in accordance with the requirements of the Trust such periodic Companies Act and special reports any applicable Requirement of Law or Regulatory Direction.
7.2 The Corporate Services Provider may agree to provide certain other supplementary services which any of the Companies and the Security Trustee may from time to time request the Corporate Services Provider to carry out, or that the Corporate Services Provider deems necessary as being ancillary to the statutory duties of the Directors nominated by the Corporate Services Provider (Additional Services).
7.3 If either the Issuer or Holdings is (i) a “reporting financial institution” as that term is defined in the Reporting Regulations, or (ii) required to report information to any tax authority under any legislation or regulations implementing any present or future international arrangements of a similar nature for the exchange of financial information between jurisdictions, then the Corporate Services Provider shall arrange, on behalf and at the cost of the Issuer or Holdings (as the Trustees case may be), for such activities that are reasonably requestrequired to be carried out in order for such entity to comply with any such requirements applicable to it from time to time, including, without limitation, any identification, due diligence and/or reporting obligations, and any ancillary activities.
7.4 If required, the Corporate Services Provider may hold (i) funds relating to the share capital of the Issuer or Holdings, as applicable, only and (ii) any other funds provided that all Secured Obligations have been irrevocably discharged in full (which occurrence shall be notified to the Corporate Services Provider in writing by the Security Trustee as soon as reasonably practicable), for and on behalf of the Issuer and/or Holdings with a regulated financial institution and manage it, provided that:
(a) such funds shall be maintained in segregated ledgers in the name of the Issuer or Holdings, as applicable;
(b) such funds will be held in a non-interest bearing account;
(c) any fees payable on such account shall be paid by the Corporate Services Provider; and
(d) the Issuer and Holdings agree that the Corporate Services Provider shall not be responsible for any loss of funds held in accordance with this Clause 7.4.
7.5 The Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties referred to in Clauses 7.1, 7.2 or 7.3 or in the exercise of any of its rights or powers thereunder if there are reasonable grounds for it believing that the reimbursement of such expenditure or indemnity satisfactory to it against such risk or liability is not assured.
7.6 The Issuer acknowledges that the Corporate Services Provider is not responsible for providing any tax advice directly to the Issuer and the Corporate Services Provider acknowledges that it is responsible for ensuring that the Issuer receives all necessary tax advice.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall Berxxx xxall provide the following services to the Fund at Xxxxxx Associates' own Berxxx xxn expense:
(a) coordinating all matters relating to the operations of the Fund, including any necessary coordination among the investment advisor, sub-advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the Fund;
(b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates has Berxxx xxs determined such qualification and/or registration to be advisable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Administrative Services Agreement (Berger Investment Portfolio Trust)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 7.1 Subject to Clauses 7.2 to 7.4 below, the Corporate Services Provider agrees to provide the following services to (the Fund at Xxxxxx Associates' own expense:Corporate Services):
(a) coordinating all matters relating to the operations assist each of the FundCompanies in preparing and maintaining such books and records as are required by any Requirement of Law, including any necessary coordination among Regulatory Direction or otherwise to be kept by each of the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions Companies for the Fundproper conduct and affairs of each of the Companies;
(b) providing personnel a registered and assistance necessary to maintain administrative office for each of the qualification and/or registration to sell shares under the federal securities laws and in each state where Companies (which shall be initially located at Xxxxx Xxxxx, 0 Xxxx’x Xxxx Xxxx, Xxxxxx Associates has determined such qualification and/or registration to be advisableXX0X 0XX;
(c) monitoring keeping the Fund's compliance with register of shareholders, issuing share certificates, and effecting share transfers and filings (iinsofar as the Board of Directors have approved, signed and delivered the same and monies in respect of applicable fees are made available) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines for each of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyCompanies;
(d) supervising in respect of each Company, procuring the preparation and filing of any applicable statutory returns and tax filings required by applicable law or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with by United Kingdom regulatory authorities and distribution to shareholders of the Fundauthorities;
(e) issuing certain correspondence to shareholdersconvening such Board of Director meetings as may be required and one annual general meeting in each calendar year for each of the Companies, as and when required;
(f) maintaining as and when requested by a Director, the Secretary or supervising the maintenance auditor of certain books and recordsany of the Companies, delivering to such person such information in connection with the relevant Company as may be in the possession of the Corporate Services Provider or, as the case may be, reasonably obtainable by it;
(g) providing at the request of the Board of Directors, preparing and forwarding to the shareholders all financial statements and notices which the Board of Directors is required to issue and sending or serving the same in accordance with the relevant Company's Memorandum and Articles of Association;
(h) giving, at the request of the Board of Directors, any information concerning the relevant Company to any providers of services (such as the Servicer, auditors, accountants, financial or management advisers or attorneys) or other agents appointed by the Board of Directors;
(i) acting at all times in accordance with all reasonable and proper directions, orders and instructions given to it in writing or in board meetings by the Board of Directors;
(j) communicating with the Directors as necessary;
(k) in respect of each Company, as and when requested under the terms of any agreements to which the Company is party, the delivery to any person entitled to it under such terms of such information or documents which is (i) provided for under such agreements, and (ii) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(l) ensuring that any relevant notification, application, authorisation, permission, registration, consent or licence under the Data Protection Laws in respect of the Issuer remains current and up to date;
(m) use of its best efforts to cause each of the Companies (to the extent that the relevant Company has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which such Company is bound;
(n) a full review of the documentation for the issue of the Notes and attendance by its nominated Directors at all meetings relating to such Notes;
(o) execution and delivery by the Issuer of the compliance certificate stipulated in Clause 15(g) (Covenants by the Issuer) of the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this AgreementDeed; and
(hp) preparing in respect of each of the Companies, preparing, maintaining and rendering keeping up to date the register of people with significant control (the PSC register) and complying with the filing requirements applicable to the Trustees PSC register in accordance with the requirements of the Trust such periodic Companies Act and special reports any applicable Requirement of Law or Regulatory Direction.
7.2 The Corporate Services Provider may agree to provide certain other supplementary services which any of the Companies and the Security Trustee may from time to time request the Corporate Services Provider to carry out, or that the Corporate Services Provider deems necessary as being ancillary to the statutory duties of the Directors nominated by the Corporate Services Provider (Additional Services).
7.3 If either the Issuer or Holdings is (i) a “reporting financial institution” as that term is defined in the Reporting Regulations, or (ii) required to report information to any tax authority under any legislation or regulations implementing any present or future international arrangements of a similar nature for the exchange of financial information between jurisdictions, then the Corporate Services Provider shall arrange, on behalf and at the cost of the Issuer or Holdings (as the Trustees case may be), for such activities that are reasonably requestrequired to be carried out in order for such entity to comply with any such requirements applicable to it from time to time, including, without limitation, any identification, due diligence and/or reporting obligations, and any ancillary activities.
7.4 If required, the Corporate Services Provider may hold (i) funds relating to the share capital of the Issuer or Holdings, as applicable, only and (ii) any other funds provided that all Secured Obligations have been irrevocably discharged in full (which occurrence shall be notified to the Corporate Services Provider in writing by the Security Trustee as soon as reasonably practicable), for and on behalf of the Issuer and/or Holdings with a regulated financial institution and manage it, provided that:
(a) such funds shall be maintained in segregated ledgers in the name of the Issuer or Holdings, as applicable;
(b) such funds will be held in a non-interest bearing account;
(c) any fees payable on such account shall be paid by the Corporate Services Provider; and
(d) the Issuer and Holdings agree that the Corporate Services Provider shall not be responsible for any loss of funds held in accordance with this Clause 7.4.
7.5 The Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties referred to in Clauses 7.1, 7.2 or 7.3 or in the exercise of any of its rights or powers thereunder if there are reasonable grounds for it believing that the reimbursement of such expenditure or indemnity satisfactory to it against such risk or liability is not assured.
7.6 The Issuer acknowledges that the Corporate Services Provider is not responsible for providing any tax advice directly to the Issuer and the Corporate Services Provider acknowledges that it is responsible for ensuring that the Issuer receives all necessary tax advice.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 7.1 Subject to Clauses 7.2 to 7.4 below, the Corporate Services Provider agrees to provide the following services to (the Fund at Xxxxxx Associates' own expense:Corporate Services):
(a) coordinating all matters relating to the operations assist each of the FundCompanies in preparing and maintaining such books and records as are required by any Requirement of Law, including any necessary coordination among Regulatory Direction or otherwise to be kept by each of the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions Companies for the Fundproper conduct and affairs of each of the Companies;
(b) providing personnel a registered and assistance necessary to maintain administrative office for each of the qualification and/or registration to sell shares under the federal securities laws and in each state where Companies (which shall be initially located at Xxxxx Xxxxx, 0 Xxxx’x Xxxx Xxxx, Xxxxxx Associates has determined such qualification and/or registration to be advisableXX0X 0XX;
(c) monitoring keeping the Fund's compliance with register of shareholders, issuing share certificates, and effecting share transfers and filings (iinsofar as the Board of Directors have approved, signed and delivered the same and monies in respect of applicable fees are made available) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines for each of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyCompanies;
(d) supervising in respect of each Company, procuring the preparation and filing of any applicable statutory returns and tax filings required by applicable law or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with by United Kingdom regulatory authorities and distribution to shareholders of the Fundauthorities;
(e) issuing certain correspondence to shareholdersconvening such Board of Director meetings as may be required and one annual general meeting in each calendar year for each of the Companies, as and when required;
(f) maintaining as and when requested by a Director, the Secretary or supervising the maintenance auditor of certain books and recordsany of the Companies, delivering to such person such information in connection with the relevant Company as may be in the possession of the Corporate Services Provider or, as the case may be, reasonably obtainable by it;
(g) providing at the request of the Board of Directors, preparing and forwarding to the shareholders all financial statements and notices which the Board of Directors is required to issue and sending or serving the same in accordance with the relevant Company's Memorandum and Articles of Association;
(h) giving, at the request of the Board of Directors, any information concerning the relevant Company to any providers of services (such as the Servicer, auditors, accountants, financial or management advisers or attorneys) or other agents appointed by the Board of Directors;
(i) acting at all times in accordance with all reasonable and proper directions, orders and instructions given to it in writing or in board meetings by the Board of Directors;
(j) communicating with the Directors as necessary;
(k) in respect of each Company, as and when requested under the terms of any agreements to which the Company is party, the delivery to any person entitled to it under such terms of such information or documents which is (i) provided for under such agreements, and (ii) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(l) use of its best efforts to cause each of the Companies (to the extent that the relevant Company has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which such Company is bound;
(m) a full review of the documentation for the issue of the Notes and attendance by its nominated Directors at all meetings relating to such Notes;
(n) execution and delivery by the Issuer of the compliance certificate stipulated in Clause 15(g) of the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this AgreementDeed; and
(ho) preparing in respect of each of the Companies, preparing, maintaining and rendering keeping up to date the register of people with significant control (the PSC register) and complying with the filing requirements applicable to the Trustees PSC register in accordance with the requirements of the Trust such periodic Companies Act and special reports any applicable Requirement of Law or Regulatory Direction.
7.2 The Corporate Services Provider may agree to provide certain other supplementary services which any of the Companies and the Security Trustee may from time to time request the Corporate Services Provider to carry out, or that the Corporate Services Provider deems necessary as being ancillary to the statutory duties of the Directors nominated by the Corporate Services Provider (Additional Services).
7.3 If either the Issuer or Holdings is (i) a “reporting financial institution” as that term is defined in the Reporting Regulations, or (ii) required to report information to any tax authority under any legislation or regulations implementing any present or future international arrangements of a similar nature for the exchange of financial information between jurisdictions, then the Corporate Services Provider shall arrange, on behalf and at the cost of the Issuer or Holdings (as the Trustees case may be), for such activities that are reasonably requestrequired to be carried out in order for such entity to comply with any such requirements applicable to it from time to time, including, without limitation, any identification, due diligence and/or reporting obligations, and any ancillary activities.
7.4 If required, the Corporate Services Provider may hold (i) funds relating to the share capital of the Issuer or Holdings, as applicable, only and (ii) any other funds provided that all Secured Obligations have been irrevocably discharged in full (which occurrence shall be notified to the Corporate Services Provider in writing by the Security Trustee as soon as reasonably practicable), for and on behalf of the Issuer and/or Holdings with a regulated financial institution and manage it, provided that:
(a) such funds shall be maintained in segregated ledgers in the name of the Issuer or Holdings, as applicable;
(b) such funds will be held in a non-interest bearing account;
(c) any fees payable on such account shall be paid by the Corporate Services Provider; and
(d) the Issuer and Holdings agree that the Corporate Services Provider shall not be responsible for any loss of funds held in accordance with this Clause 7.4.
7.5 The Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties referred to in Clauses 7.1, 7.2 or 7.3 or in the exercise of any of its rights or powers thereunder if there are reasonable grounds for it believing that the reimbursement of such expenditure or indemnity satisfactory to it against such risk or liability is not assured.
7.6 The Issuer acknowledges that the Corporate Services Provider is not responsible for providing any tax advice to the Issuer.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 2.1 Subject to Section 2.2, the Corporate Services Provider is prepared to provide the following Corporate Services (the “Corporate Services”) for and in respect of the Corporation for so long as a majority of the Board of Directors of the Corporation is comprised of designated directors appointed pursuant to the Letter Agreement and agrees (subject, in each case, to the obligations of the Corporate Services Provider in its capacity as Trustee pursuant to the Declaration of Trust) to arrange on behalf of, and at the sole expense of the Corporation for the following services to be provided to and in respect of the Fund at Xxxxxx Associates' own expenseCorporation:
(a) coordinating all matters relating to general corporate secretarial, registrar and company administration services required by the operations of the Fund, including any necessary coordination among the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the FundCorporation;
(b) providing personnel the preparation, keeping and assistance necessary to maintain auditing (if applicable) of the qualification and/or registration to sell shares under accounts of the federal securities laws Corporation and in each state where Xxxxxx Associates has determined such qualification and/or registration books and records as are required by any applicable law or otherwise to be advisablekept by the Corporation for the proper conduct of the affairs of the Corporation;
(c) monitoring providing all necessary staff and facilities for the Fund's compliance with (i) Corporation, including the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines provision of the FundCompany's registered office (which shall be located at c/o Computershare Trust Company of Canada, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act000 Xxxxxxxxxx Xxxxxx, the 1940 Act00xx Xxxxx, the rules thereunderXxxxx Xxxxx, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue CodeXxxxxxx, applicable to the Fund as a regulated investment companyXX X0X 0X0;
(d) supervising keeping the preparation register of any or all registration statements shareholders, issuing share certificates, and effecting share transfers and filing (including prospectuses in compliance with the Trust Deed and statements insofar as the Board of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders Directors of the FundCorporation have duly approved, signed and delivered the same and monies in respect of applicable fees are made available) as any applicable corporate returns and filings, consents of directors, and tax returns and filings in Canada or any jurisdiction in which such consents, returns or filings are required by applicable law;
(e) issuing certain correspondence to the convening of shareholders’ and directors’ meetings of the Corporation as and when required in accordance with the requirements of the Canada Business Corporations Act (the “Act”) in and when required providing facilities for holding such meetings and preparing and keeping minutes of such meetings;
(f) maintaining accepting service of process and any other documents or supervising notices to be served on the maintenance of certain books and recordsCorporation;
(g) providing such other corporate administration services as may be required by the Trust with adequate personnelCorporation from time to time ; Corporate Services Agreement
(h) as and when requested by a director, office space, communications facilities and other facilities necessary for operation the secretary of the Fund Corporation or the accountants or auditors of the Corporation, as contemplated the case may be, to deliver to such person such information in connection with the Corporation as may be in the possession of the Corporate Services Provider or as may be reasonably obtainable by this Agreementit;
(i) as and when requested under the terms of any agreements to which the Corporation is party, the delivery to any person entitled to it under such terms of such information or documents which is (a) provided for under such agreements, and (b) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(j) at the request of the Board of Directors of the Corporation, prepare and forward to the shareholders all statements and notices which the Board of Directors of the Corporation is required to issue, send or serve in accordance with the Act;
(k) give, at the request of the Board of Directors of the Company, any directions and information to any providers of services (such as auditors, accountants, financial or management advisers or counsel, as applicable) or other agents appointed by the Board of Directors or the officers of the Corporation, as the case may be; and
(hl) preparing and rendering use its best efforts to cause the Corporation (to the Trustees extent that the Corporation has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which the Corporation is bound.
2.2 In providing the Corporate Services, the Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of the Trust Corporate Services or in the exercise of any of its rights or powers in connection therewith if there are reasonable grounds for believing that the reimbursement of such periodic expenditure or indemnity satisfactory to it against such risk or liability is not assured to it, provided that the Corporate Services Provider shall, forthwith upon making such a determination, deliver notice of the same to the Guarantor LP and special reports as the Trustees may reasonably requestClient, which notice shall indicate the grounds for such belief.
2.3 The Corporate Services Provider shall not be responsible for any misconduct or negligence on the part of any person or entity appointed with reasonable due care by it to provide any of the Corporate Services.
Appears in 1 contract
Samples: Corporate Services Agreement (RBC Covered Bond Guarantor Limited Partnership)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall provide Service Provider agrees to provide, or ensure that another party provides, the following services to in association with the Fund at Xxxxxx Associates' own expenseinvestment by Client-Shareholders in Shares of the Funds:
(a) coordinating all matters relating to disclosing, in a general manner, the operations availability of the Fund, including any necessary coordination among Fund Company Shares for purchase into an identically registered account through exchange transactions by Client-Shareholders within the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys prospectus(es) of the Xxxxxxxx Xxxxx Funds and other parties performing services or operational functions for on the Fund;Xxxxxxxx Plumb Funds website and in a manner agreed upon by USBFS. The Xxxxxxxx Xxxxx Funds website must also make available to Client-Shareholders a current version of the Fund Company prospectus.
(b) providing personnel coordinating the review of such disclosure in the prospectus(es) of the Xxxxxxxx Plumb Funds, on the Xxxxxxxx Xxxxx Funds website, or in printed information issued by Xxxxxxxx Plumb Funds with USBFS in a manner that ensures sufficient and assistance necessary timely review prior to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates has determined such qualification and/or registration to be advisable;any regulatory or other deadlines.
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time maintaining accounts relating to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyClient-Shareholders that invest in Shares;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution providing information periodically to shareholders of the FundClient-Shareholders showing their positions in Shares;
(e) issuing certain correspondence to shareholdersarranging for bank wires;
(f) maintaining or supervising forwarding shareholder communications from the maintenance of certain books Fund (such as prospectuses, proxies, shareholder reports, annual and recordssemi-annual financial statements and dividend, distribution and tax notices) to Client-Shareholders;
(g) providing the Trust processing purchase, exchange and redemption requests from Client-Shareholders and placing such orders with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated or its service providers;
(h) assisting Client-Shareholders in changing dividend options, account designations and addresses;
(i) providing sub-accounting with respect to Shares beneficially owned by this AgreementClient-Shareholders; and
(hj) preparing and rendering providing such other services as Fund Company or USBFS may reasonably request to the Trustees of extent Service Provider is permitted to do so under applicable statutes, rules and regulations. With respect to Service Provider’s obligation to provide the Trust services referenced in sub-paragraphs 1(c) through 1(j) above, the parties may agree from time to time that USBFS shall provide those services to Client-Shareholders in addition to, or instead of, Service Provider. Service Provider, at its option, may retain one or more affiliates or third parties other than USBFS to perform the services to be provided by Service Provider hereunder. Service Provider will be solely responsible for any compensation owed to any such periodic affiliate or third party pursuant to such arrangement. Furthermore, Service Provider will be solely responsible for all actions, non-action, obligations, and special reports services provided by such affiliates or third parties as the Trustees may reasonably requestwell as all liabilities that result from such parties’ actions, non-action, obligations and services.
Appears in 1 contract
SERVICES TO BE PROVIDED. Xxxxxx Associates Berger shall provide the following services to the Fund at Xxxxxx Associates' own expenseBerger'x xxx expense or procure the following services for the Fuxx:
(a) coordinating all matters relating to the operations of the Fund, including any necessary coordination among the investment advisor, sub-advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the Fund;
(b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates Berger has determined such qualification and/or registration to be advisablebx xxxxsable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment company;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Administrative Services Agreement (Berger Institutional Products Trust)
SERVICES TO BE PROVIDED. Xxxxxx Associates shall 7.1 Subject to Clauses 7.2 to 7.4 below, the Corporate Services Provider agrees to provide the following services to (the Fund at Xxxxxx Associates' own expense:Corporate Services):
(a) coordinating all matters relating to the operations assist each of the FundCompanies in preparing and maintaining such books and records as are required by any Requirement of Law, including any necessary coordination among Regulatory Direction or otherwise to be kept by each of the investment advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions Companies for the Fundproper conduct and affairs of each of the Companies;
(b) providing personnel a registered and assistance necessary to maintain administrative office for each of the qualification and/or registration to sell shares under the federal securities laws and in each state where Companies (which shall be initially located at Xxxxx Xxxxx, 0 Xxxx’x Xxxx Xxxx, Xxxxxx Associates has determined such qualification and/or registration to be advisableXX0X 0XX;
(c) monitoring keeping the Fund's compliance with register of shareholders, issuing share certificates, and effecting share transfers and filings (iinsofar as the Board of Directors have approved, signed and delivered the same and monies in respect of applicable fees are made available) the Trust's trust instrument, as amended from time to time (the "Trust Instrument"), bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines for each of the Fund, and the written instructions from the Trustees of the Trust; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companyCompanies;
(d) supervising in respect of each Company, procuring the preparation and filing of any applicable statutory returns and tax filings required by applicable law or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with by United Kingdom regulatory authorities and distribution to shareholders of the Fundauthorities;
(e) issuing certain correspondence to shareholdersconvening such Board of Director meetings as may be required and one annual general meeting in each calendar year for each of the Companies, as and when required;
(f) maintaining as and when requested by a Director, the Secretary or supervising the maintenance auditor of certain books and recordsany of the Companies, delivering to such person such information in connection with the relevant Company as may be in the possession of the Corporate Services Provider or, as the case may be, reasonably obtainable by it;
(g) providing at the request of the Board of Directors, preparing and forwarding to the shareholders all financial statements and notices which the Board of Directors is required to issue and sending or serving the same in accordance with the relevant Company's Memorandum and Articles of Association;
(h) giving, at the request of the Board of Directors, any information concerning the relevant Company to any providers of services (such as the Servicer, auditors, accountants, financial or management advisers or attorneys) or other agents appointed by the Board of Directors;
(i) acting at all times in accordance with all reasonable and proper directions, orders and instructions given to it in writing or in board meetings by the Board of Directors;
(j) communicating with the Directors as necessary;
(k) in respect of each Company, as and when requested under the terms of any agreements to which the Company is party, the delivery to any person entitled to it under such terms of such information or documents which is (i) provided for under such agreements, and (ii) in the possession of the Corporate Services Provider or is reasonably obtainable by it;
(l) ensuring that any relevant notification, application, authorisation, permission, registration, consent or licence under the Data Protection Act in respect of the Issuer remains current and up to date;
(m) use of its best efforts to cause each of the Companies (to the extent that the relevant Company has sufficient funds and other resources and is otherwise able to do so) to comply with its obligations under any agreement by which such Company is bound;
(n) a full review of the documentation for the issue of the Notes and attendance by its nominated Directors at all meetings relating to such Notes;
(o) execution and delivery by the Issuer of the compliance certificate stipulated in Clause 15(g) of the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this AgreementDeed; and
(hp) preparing in respect of each of the Companies, preparing, maintaining and rendering keeping up to date the register of people with significant control (the PSC register) and complying with the filing requirements applicable to the Trustees PSC register in accordance with the requirements of the Trust such periodic Companies Act and special reports any applicable Requirement of Law or Regulatory Direction.
7.2 The Corporate Services Provider may agree to provide certain other supplementary services which any of the Companies and the Security Trustee may from time to time request the Corporate Services Provider to carry out, or that the Corporate Services Provider deems necessary as being ancillary to the statutory duties of the Directors nominated by the Corporate Services Provider (Additional Services).
7.3 If either the Issuer or Holdings is (i) a “reporting financial institution” as that term is defined in the Reporting Regulations, or (ii) required to report information to any tax authority under any legislation or regulations implementing any present or future international arrangements of a similar nature for the exchange of financial information between jurisdictions, then the Corporate Services Provider shall arrange, on behalf and at the cost of the Issuer or Holdings (as the Trustees case may be), for such activities that are reasonably requestrequired to be carried out in order for such entity to comply with any such requirements applicable to it from time to time, including, without limitation, any identification, due diligence and/or reporting obligations, and any ancillary activities.
7.4 If required, the Corporate Services Provider may hold (i) funds relating to the share capital of the Issuer or Holdings, as applicable, only and (ii) any other funds provided that all Secured Obligations have been irrevocably discharged in full (which occurrence shall be notified to the Corporate Services Provider in writing by the Security Trustee as soon as reasonably practicable), for and on behalf of the Issuer and/or Holdings with a regulated financial institution and manage it, provided that:
(a) such funds shall be maintained in segregated ledgers in the name of the Issuer or Holdings, as applicable;
(b) such funds will be held in a non-interest bearing account;
(c) any fees payable on such account shall be paid by the Corporate Services Provider; and
(d) the Issuer and Holdings agree that the Corporate Services Provider shall not be responsible for any loss of funds held in accordance with this Clause 7.4.
7.5 The Corporate Services Provider shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties referred to in Clauses 7.1, 7.2 or 7.3 or in the exercise of any of its rights or powers thereunder if there are reasonable grounds for it believing that the reimbursement of such expenditure or indemnity satisfactory to it against such risk or liability is not assured.
7.6 The Issuer acknowledges that the Corporate Services Provider is not responsible for providing any tax advice directly to the Issuer and the Corporate Services Provider acknowledges that it is responsible for ensuring that the Issuer receives all necessary tax advice.
Appears in 1 contract
Samples: Corporate Services Agreement
SERVICES TO BE PROVIDED. Xxxxxx Associates BBOI Worldwide shall provide the ----------------------- following services to the Fund at Xxxxxx Associates' BBOI Worldwide's own expense:
(a) coordinating all matters relating to the operations of the Fund, including any necessary coordination among the investment advisor, sub-advisor, transfer agent, dividend disbursing agent, fund accounting agent, accountants, attorneys and other parties performing services or operational functions for the Fund;
(b) providing personnel and assistance necessary to maintain the qualification and/or registration to sell shares under the federal securities laws and in each state where Xxxxxx Associates BBOI Worldwide has determined such qualification and/or registration to be advisable;
(c) monitoring the Fund's compliance with (i) the Trust's trust instrument, as amended from time to time (the "its Trust Instrument"), bylaws Bylaws and currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act and any amendments or supplements thereto ("Registration Statement"); (ii) the written policies, procedures and guidelines of the Fund, and the written instructions from the Trustees of the TrustTrust based on resolutions duly adopted by the Trustees; (iii) the requirements of the 1933 Act, the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations; and (iv) the provisions of Subchapter M of the Internal Revenue Code, applicable to the Fund as a regulated investment companycompany under Subchapter M or as required to maintain compliance with any diversification provisions applicable to insurance company separate accounts or qualified plans investing in the Fund;
(d) supervising the preparation of any or all registration statements (including prospectuses and statements of additional information), tax returns, proxy materials, financial statements, notices and reports for filings with regulatory authorities and distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain books and records;
(g) providing the Trust with adequate personnel, office space, communications facilities and other facilities necessary for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request.
Appears in 1 contract
Samples: Administrative Services Agreement (Berger Institutional Products Trust)
