THE COMPANY'S DUTIES. Subject to the supervision and control of the Investment Company's Board of Trustees or Directors ("Board"), the Company will assist the Investment Company with regard to fund accounting for the Investment Company, and/or the Funds, and/or the Classes, and in connection therewith undertakes to perform the following specific services;
A. Value the assets of the Funds using: primarily, market quotations, including the use of matrix pricing, supplied by the independent pricing services selected by the Company in consultation with the adviser, or sources selected by the adviser, and reviewed by the board; secondarily, if a designated pricing service does not provide a price for a security which the Company believes should be available by market quotation, the Company may obtain a price by calling brokers designated by the investment adviser of the fund holding the security, or if the adviser does not supply the names of such brokers, the Company will attempt on its own to find brokers to price those securities; thirdly, for securities for which no market price is available, the Pricing Committee of the Board will determine a fair value in good faith. Consistent with Rule 2a-4 of the 40 Act, estimates may be used where necessary or appropriate. The Company's obligations with regard to the prices received from outside pricing services and designated brokers or other outside sources, is to exercise reasonable care in the supervision of the pricing agent. The Company is not the guarantor of the securities prices received from such agents and the Company is not liable to the Fund for potential errors in valuing a Fund's assets or calculating the net asset value per share of such Fund or Class when the calculations are based upon such prices. All of the above sources of prices used as described are deemed by the Company to be authorized sources of security prices. The Company provides daily to the adviser the securities prices used in calculating the net asset value of the fund, for its use in preparing exception reports for those prices on which the adviser has comment. Further, upon receipt of the exception reports generated by the adviser, the Company diligently pursues communication regarding exception reports with the designated pricing agents;
B. Determine the net asset value per share of each Fund and/or Class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus and Statement of Additional Information ("P...
THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios:
A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders;
B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares;
C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act;
D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry;
E. prepare and file the Investment Company's tax returns;
F. coordinate the layout and printing of publicly disseminated prospectuses and reports;
G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company;
H. assist with the design, development, and operation of the Investment Company and the Funds;
I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and
J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."
THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “Board”), the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its Funds:
A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the charter documents, the by-laws and minutes of meetings of the Board, Board Committees and Shareholders;
B. prepare and file with the Securities and Exchange Commission (the “SEC”) and the appropriate state securities authorities: (i) the registration statements for the Investment Company and the Investment Company's Shares and all amendments thereto, (ii) reports to the SEC and shareholders, (iii) prospectuses, (iv) routine proxy statements; and (v) such other documents all as may be necessary to enable the Investment Company to continuously offer its shares;
C. prepare and administer contracts on behalf of the Investment Company with, among others, the Investment Company's investment advisers, sub-advisers, fund accountants, custodians, transfer agents and distributors, subject to any terms and conditions established by the Board and the requirements of the 1940 Act;
D. negotiate and secure for the Investment Company and its directors and officers: (i) a fidelity bond in an amount that is at least adequate to satisfy the requirements of the 1940 Act, (ii) directors and officer’s coverage and (iii) professional liability or errors and omissions coverage, in each case, under terms that are acceptable to the Board;
E. prepare and file the Investment Company's tax returns;
F. coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses;
G. perform internal audit examinations in accordance with a charter adopted by the Investment Company;
H. develop and recommend changes in the investment strategy and operation of the Investment Company, that may be in the interest of its Shareholders;
I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as the following officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as specified in the Investment Company's charter documents and by-...
THE COMPANY'S DUTIES. If and whenever the Company is required to permit -------------------- Imperial to effect any Offering as provided in Paragraphs 3 and 4, the Company covenants and agrees that it will, as expeditiously as possible (but not later than thirty (30) days after receipt of a request from Imperial to include Imperial Shares in a given Offering):
(A) prepare all Offering Documents in accordance with all applicable requirements of the Securities Act, and the Securities Offering Regulations, including, if requested by Imperial and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Imperial Shares by Imperial in accordance with the intended method of disposition (and, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms), (B) file with the SEC such Offering Documents and all other documents required to permit the disposition thereof; provided, that before filing any such Offering Documents (including any documents incorporated by reference therein), the Company will furnish to counsel(s) designated by Imperial and to the underwriter(s), if any, copies of all such Offering Documents, which Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Offering Documents as are reasonably requested by such counsel(s) or underwriter(s), and (C) use its reasonable efforts to have such Offering Documents declared effective by, and obtain all approvals from the SEC to the extent necessary to permit the Offering; provided, however, that the Company may discontinue any Offering that is being effected pursuant to Paragraph 3 at any time before the effective date of the related Offering Documents; and provided, further, that the Company shall not file any Offering Document which shall be disapproved by Imperial within a reasonable period after the same has been provided for review;
b. thereafter, prepare and file with the SEC such amendments and post- effective amendments to the Offering Documents as may be necessary to keep the Offering Documents continuously effective and cause the Offering Documents to be supplemented by any required supplement, and as so suppl...
THE COMPANY'S DUTIES. The Company is required by law to maintain the privacy of PHI and to provide individuals (participants and beneficiaries) with notice of its legal duties and privacy practices and to notify affected individuals of a breach of unsecured PHI. The Company is required to abide by the terms of this notice. The Company reserves the right to change its privacy practices and to apply the changes to any PHI received or maintained by the Company prior to that date. If a privacy practice is changed, a revised version of this notice will be provided to all past and present participants and beneficiaries for whom the Company still maintains PHI. This notice and any revised version of this notice will be posted on the Company's internal website or mailed. Any revised version of this notice will be distributed within 60 days of the effective date of any material change to the uses or disclosures, the individual's rights, the duties of the Company or other privacy practices stated in this notice.
A. Minimum Necessary" Standard When using or disclosing PHI, or when requesting PHI from another covered entity, the Company will make reasonable efforts not to use, disclose or request more than the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure or request, taking into consideration practical and technological limitations. However, the minimum necessary standard will not apply in the following situations: • Disclosures to or requests by a health care provider for treatment; • Uses or disclosures made to the individual; • Disclosures made to the Secretary of HHS; • Uses or disclosures that are required by law; and • Uses or disclosures that are required for the Company's compliance with legal regulations. This notice does not apply to information that has been "de-identified." De-identified information is information that does not identify an individual and with respect to which there is no reasonable basis to believe that the information can be used to identify an individual is not individually identifiable health information. In addition, the Company may use or disclose "summary health information" to a plan sponsor for obtaining premium bids or modifying, amending or terminating the Company, which summarizes the claims history, claims expenses or type of claims experienced by individuals for whom the Company Sponsor has provided health benefits under the Company; and from which identifying information has been deleted in accordance wi...
THE COMPANY'S DUTIES. The Company is required by law to maintain the privacy of PHI and to provide individuals (participants and beneficiaries) with notice of its legal duties and privacy practices and to notify affected individuals of a breach of unsecured PHI. The Company is required to abide by the terms of this notice. The Company reserves the right to change its privacy practices and to apply the changes to any PHI received or maintained by the Company prior to that date. If a privacy practice is changed, a revised version of this notice will be provided to all past and present participants and beneficiaries for whom the Company still maintains PHI. This notice and any revised version of this notice will be posted on the Company’s internal website or mailed. Any revised version of this notice will be distributed within 60 days of the effective date of any material change to the uses or disclosures, the individual's rights, the duties of the Company or other privacy practices stated in this notice.
THE COMPANY'S DUTIES a. The Company will pay any fees directly related to your appointment as its agent for the territory in which, as of the date hereof, you are presently and validly licensed as described above, and for any renewals of such appointment. The Company will not pay the fees or charges for your insurance licenses or for any examination or continuing education required for them. Also, the Company may, but is not required to, designate you as its agent at your request in other territories; provided, however, you will be responsible for all fees and other costs that apply to such designations.
b. The Company will pay commissions to you on business you produce according to the terms and conditions set forth in this Agreement and in the Schedule(s) of Commissions referred to on the signature page.
c. The Company will issue all policies, contracts, endorsements, renewal notices, cancellation notices, certificates, filings and other required documentation for insurance coverages issued by the Company.
THE COMPANY'S DUTIES. Subject to the supervision and control of the Investment Company's Board of Directors ("Board"), and in furtherance of the Investment Company's desire to have the Company assist the Fund in adapting to the complexities of the Hub and Spoke(R) investment structure, the Company undertakes and agrees to provide, or cause to be provided, to the Fund(s) developmental, organizational, administrative, and compliance and allied services that are unique to the Hub and Spoke(R) investment structure, such services to be provided within the scope of applicable Federal and State regulations. The foregoing, along with any additional services that the Company shall from time to time agree to provide for the Investment Company under this Section One shall hereinafter be referred to as "Developmental Support Services."
THE COMPANY'S DUTIES. The Company agrees to use the Company’s best efforts to cooperate with and assist the Nortia in, rendering the duties, including but not limited to, taking such actions and providing the Nortia with such documents, data, plans, and other information requested by Nortia to perform such duties.
THE COMPANY'S DUTIES. 7.1. The Company undertakes and agrees with the Distributors that it will observe and perform the terms and conditions set out in this Agreement and in particular will:
7.1.1. supply such of the Technology to the Distributors which in the Company’s sole but reasonable discretion is necessary to enable the Distributors to apply for the Registration, to label the Kits subject to 3.1.21 and to distribute the Kits effectively and to carry out its duties under this Agreement;
7.1.2. make available without charge to the Distributors reasonable technical assistance including the results of all clinical trials conducted by the Company on the Products to assist the Distributors to distribute the Products;
7.1.3. make available suitable personnel for reasonable periods for the training of suitably qualified personnel of the Distributors concerning the nature and use of the Products. The Distributors shall be responsible for all costs and expenses of this training (including without limitation all out-of-pocket expenses for any Company personnel that travel to China to assist with training) unless otherwise agreed in writing;
7.1.4. inform the Distributors of details of advertising and promotional programs relating to the Kits and, as applicable, Other Products and supply the Distributors with reasonable electronic or digital copies of advertising and promotional material relating to the Kits and, as applicable, Other Products without charge so that the Distributors can produce literature in Mandarin for the Territory at the Distributors’ expense;
7.1.5. approve or give reasons for any disapproval in relation to any material submitted pursuant to clause 3.1.19 within 28 days of receipt;
7.1.6. participate with the Distributors in fairs and exhibitions in the Territory, where previously agreed;
7.1.7. at the Company’s sole discretion provide adequate numbers of Kits to the Distributors at no cost to enable the Distributors to obtain the Registration pursuant to RA, provided that the Distributors may not transfer such Kits to any other person or entity without the express prior written consent of the Company, which consent may be subject to reasonable conditions;
7.1.8. provide the Distributors with such data as may be reasonably requested that are in the possession of the Company to support the Registration procedure in the Territory.
