SPECIAL CONDUIT SITUATIONS Sample Clauses

SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1 that contemplate up front and/or recurring commission and/or service payments to broker dealers, retirement plan administrators or others by the Distributor with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made to the Distributor, which shall act as a conduit for making such payments to such broker-dealers, retirement plan administrators or others.
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SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1 that contemplate up front and/or recurring commission and/or service payments to broker dealers, retirement plan administrators or others by the Distributor with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made to the Distributor, which shall act as a conduit for making such payments to such broker- dealers, retirement plan administrators or others. It is expressly agreed and understood by the parties that the Distributor shall be reimbursed for all fees, costs and other expenses it incurs in connection with financing arrangements it provides, has entered into, or enters into at the request of the Trust or the investment adviser to the Trust, including without limitation, financing arrangements with F.E.P. Capital, L.P. and all payments (including, without limitation, the $75,000 annual operational fee) made in connection therewith. Such reimbursement obligation shall survive any expiration or termination of this Agreement, as it is expressly understood and acknowledged that the Distributor's obligations pursuant to such financing arrangements may continue and survive beyond the expiration or termination of this Agreement.
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SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1 that contemplate up front and/or recurring commission and/or service payments to broker-dealers, retirement plan administrators or others by Distributor with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made by Distributor, which shall act as a conduit for making such payments to such broker-dealers, retirement plan administrators or others; provided, however, Distributor’s obligation to advance the commissions and/or service payments to broker-dealers, retirement plan administrators or others is contingent upon Distributor entering into a financing arrangement with S.G. Constellation L.L.C (“SGC”) at the request of the Trust or the Adviser to the Trust. If the financing arrangement with SGC is terminated, Distributor is not required to continue to advance commissions or service payments to such broker-dealers, retirement plan administrators or others. If SGC does not provide financing for an existing or new Fund issued by the Trust, Distributor is not obligated to advance commissions or service payments in connection with sales of the existing or new Fund. The services rendered by the Distributor under this Section for which it is entitled to compensation shall be deemed to have been completed at the time such payments were made to such broker-dealers, retirement plan administrators or others. It is expressly agreed and understood by the parties that Distributor shall be reimbursed for all fees, costs and other expenses it incurs in connection with financing arrangements it provides, has entered into, or enters into at the request of the Trust or the Adviser to the Trust, including without limitation, financing arrangements with SGC and all payments made in connection therewith. The Trust’s or Adviser’s obligation to reimburse the Distributor for these payments shall be absolute and unconditional. Such reimbursement obligation shall survive any expiration or termination of this Agreement, as it is expressly understood and acknowledged that Distributor’s obligations pursuant to such financing arrangements may continue and survive beyond the expiration or termination of this Agreement. In consideration of the Distributor’s service as a conduit for up front and/or recurring commission and/or service payments to broker-dealers, retirement plan administrators or others, recogniz...
Sample 1
SPECIAL CONDUIT SITUATIONS. If the Distribution Plans, or any other Fund plans of distribution under Rule 12b-1 contemplate up front and/or recurring commission and/or service payments to broker dealers, retirement plan administrators or others by the Distributor with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made to the Distributor, which shall act as a conduit for making such payments to such broker-dealers, retirement plan administrators or others. Exhibit (e)(1)
Sample 1
SPECIAL CONDUIT SITUATIONS. If the Distribution Plan, or any other Fund plans of distribution under Rule 12b-1that contemplate up front and/or recurring commission and/or service payments to broker dealers, retirement plan administrators or others by PFPC Distributors with respect to back-end loads, level loads, or otherwise, unless expressly agreed otherwise in writing between the parties, all such payments shall be made by PFPC Distributors, which shall act as a conduit for making such payments to such broker-dealers, retirement plan administrators or others. It is expressly agreed and understood by the parties that PFPC Distributors shall be reimbursed for all fees, costs and other expenses it incurs in connection with financing arrangements it provides, has entered into, or enters into at the request of the Trust or the Adviser to the Trust, including without limitation, financing arrangements with S.G. Constellation L.L.C. and all payments made in connection therewith. Such reimbursement obligation shall survive any expiration or termination of this Agreement, as it is expressly understood and acknowledged that PFPC Distributor's obligations pursuant to such financing arrangements may continue and survive beyond the expiration or termination of this Agreement.
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Related to SPECIAL CONDUIT SITUATIONS

  • Emergency Situations If the condition is an emergency, this will be communicated to the Contractor with the request that corrections are to be accomplished immediately. The Contractor shall respond to the notice in emergency situations within twenty-four hours. If the Contractor fails to respond within this time limit, the Owner may correct the defect and charge the Contractor for the Work. If it is determined the complaint is not the responsibility of the Contractor, the Contractor shall be promptly paid for the cost of the corrective work. The Contractor shall give notice in writing to the Owner when corrections have been completed.

  • Special Situations XXXXXXX BENEFICIARY agrees to inform AGENCY within one (1) business day of any circumstances or events which may reasonably be considered to jeopardize its capability to continue to meet its obligations under the terms of this Agreement. Incidents may include, but are not limited to, those resulting in injury, media coverage or public reaction that may have an impact on the AGENCY’S or GRANTEE BENEFICIARY’S ability to protect and serve its participants, or other significant effect on the AGENCY or GRANTEE BENEFICIARY. Incidents shall be reported to the designated AGENCY contact below by phone or email only. Incident report information shall not include any identifying information of the participant.

  • Emergency Situation In the event of an emergency situation beyond our reasonable control, such as an "act of God," war, fire, or natural disaster, services involving your account could be available only in a modified or reduced form or could be entirely unavailable. Unless expressly prohibited by applicable law, you agree that we will have no liability to you for such modification, reduction, or unavailability of services caused by an emergency situation.

  • Non-Investment Advisory Services The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Fund’s expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund: (i) monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolio’s custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; (ii) monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; (iii) coordinate, monitor and evaluate the daily pricing and valuation of the Portfolio’s investment portfolio; (iv) monitor the Portfolio’s compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; (v) assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; (vi) assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolio’s shares; (vii) monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; (viii) assist the Portfolio to conduct meetings of the Portfolio’s shareholders if and when called by the Board; (ix) furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and (x) provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e., those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager. Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.

  • CERTIFICATION REGARDING CERTAIN FOREIGN-OWNED COMPANIES IN CONNECTION WITH CRITICAL INFRASTRUCTURE (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree to the following required by Texas law as of September 1, 2021: Proposing Company is prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant to the company direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by the Proposing Company for product warranty and support purposes. Company, certifies that neither it nor its parent company nor any affiliate of company or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this contract, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” See Tex. Gov’t Code § 2274.0101(2) of SB 1226 (87th leg.). The company verifies and certifies that company will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor.

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Investment Analysis and Implementation In carrying out its obligations under Section 1 hereof, the Advisor shall: (a) supervise all aspects of the operations of the Funds; (b) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Funds, and whether concerning the individual issuers whose securities are included in the assets of the Funds or the activities in which such issuers engage, or with respect to securities which the Advisor considers desirable for inclusion in the Funds' assets; (c) determine which issuers and securities shall be represented in the Funds' investment portfolios and regularly report thereon to the Board of Trustees; (d) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees; and (e) take, on behalf of the Trust and the Funds, all actions which appear to the Trust and the Funds necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including but not limited to the placing of orders for the purchase and sale of securities for the Funds.

  • Vulnerability Management BNY Mellon will maintain a documented process to identify and remediate security vulnerabilities affecting its systems used to provide the services. BNY Mellon will classify security vulnerabilities using industry recognized standards and conduct continuous monitoring and testing of its networks, hardware and software including regular penetration testing and ethical hack assessments. BNY Mellon will remediate identified security vulnerabilities in accordance with its process.

  • Investment Advisory Services The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

  • RECOGNITION OUTCOMES The receiving institution commits to provide the sending institution and the student with a Transcript of Records within a period stipulated in the inter-institutional agreement and normally not longer than five weeks after publication/proclamation of the student’s results at the receiving institution. The Transcript of Records from the receiving institution will contain at least the minimum information requested in this Learning Agreement template. Table E (or the representation that the institution makes of it) will include all the educational components agreed in table A and, if there were changes to the study programme abroad, in table C. In addition, grade distribution information should be included in the Transcript of Records or attached to it (a web link where this information can be found is enough). The actual start and end dates of the study period will be included according to the following definitions: The start date of the study period is the first day the student has been present at the receiving institution, for example, for the first course, for a welcoming event organised by the host institution or for language and intercultural courses. The end date of the study period is the last day the student has been present at the receiving institution and not his actual date of departure. This is, for example, the end of exams period, courses or mandatory sitting period. Following the receipt of the Transcript of Records from the receiving institution, the sending institution commits to provide to the student a Transcript of Records, without further requirements from the student, and normally within five weeks. The sending institution's Transcript of Records must include at least the information listed in table F (the recognition outcomes) and attach the receiving institution's Transcript of Record. In case of mobility windows, table F may be completed as follows: Component code (if any) Title of recognised component (as indicated in the course catalogue) at the sending institution Number of ECTS credits Sending institution grade, if applicable Mobility window Total: 30 ….. Where applicable, the sending institution will translate the grades received by the student abroad, taking into account the grade distribution information from the receiving institution (see the methodology described in the ECTS Users' Guide). In addition, all the educational components will appear as well in the student's Diploma Supplement. The exact titles from the receiving institution will also be included in the Transcript of Records that is attached to the Diploma Supplement. P Additional educational components above the number of ECTS credits required in his/her curriculum are listed in the LA and if the sending institution will not recognise them as counting towards their degree, this has to be agreed by all parties concerned and annexed to the LA

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