Transfer Agent Representations Clause Samples
Transfer Agent Representations. The Transfer Agent represents and warrants that it has in place and will maintain and implement at all times during the term of this Agreement suitable and adequate policies and procedures, including supervisory procedures, to ensure compliance with applicable AML Laws. Additionally, the Transfer Agent acknowledges that it is responsible for supervision of the duties delegated hereunder and represents and warrants that it has been and will continue to supervise such duties. Further, the Transfer Agent acknowledges and agrees that neither the Fund, the Fund’s AML Compliance Officer (“AMLCO”), the Fund’s affiliates, nor their officers, employees, representatives and/or agents are responsible for the Transfer Agent’s action or inactions under this AML Delegation.
Transfer Agent Representations. AST represents and warrants to the Company that:
(a) It is duly organized, existing and in good standing under the laws of the State of New York;
(b) It is qualified to carry on its business in jurisdictions in which it is present;
(c) It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement;
(d) All corporate proceedings required by said Articles of Incorporation, By-laws and applicable laws have been taken to authorize it to enter into this Agreement; and
(e) It is a transfer agent fully registered as a transfer agent pursuant to Section 17A(c)(2) of the 1934 Act, and such registration will remain in effect for the duration of this Agreement;
(f) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement;
(g) Upon request, it will provide information or reports to the Company or the Company’s Chief Compliance Officer, as necessary for the Company or the Company’s Chief Compliance Officer to comply with Rule 38a-1 under the 1940 Act.