Services and Duties. As Administrator, and subject to the supervision and control of the Trustees of each Trust, EIS will hereafter provide facilities, equipment and personnel to carry out the following administrative services for operation of the business and affairs of each Trust and each of its series:
(a) Prepare, file and maintain each Trust’s governing documents, including the Declaration of Trust (which has previously been prepared and filed), the By laws, minutes of meetings of Trustees and shareholders, and proxy statements for meetings of shareholders;
(b) Prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for each Trust and each Trust’s shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents as may be necessary or convenient to enable the Trust to make a continuous offering of its shares;
(c) Prepare, negotiate and administer contracts on behalf of each Trust with, among others, each Trust’s distributor, and custodian and transfer agent;
(d) Supervise each Trust’s fund accounting agent in the maintenance of each Trust's general ledger and in the preparation of each Trust's financial statements, including oversight of expense accruals and payments and the determination of the net asset value of each Trust's assets and of each Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders;
(e) Calculate performance data of each Trust for dissemination to information services covering the investment company industry;
(f) Prepare and file each Trust's tax returns;
(g) Examine and review the operations of each Trust's custodian and transfer agent;
(h) Coordinate the layout and printing of publicly disseminated prospectuses and reports;
(i) Prepare various shareholder reports;
(j) Assist with the design, development and operation of new series of each Trust;
(k) Coordinate shareholder meetings;
(l) Provide general compliance services; and
(m) Advise each Trust and its Trustees on matters concerning the Trust and its affairs. The foregoing, along with any additional services that EIS shall agree in writing to perform for each Trust hereunder, shall hereafter be referred to as "Administrative Services." Administrative Services shall not include any duties, functions, or services to be performed for each Trust by such Trust’s investment adviser, distributor, cust...
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in the Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares.
(b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust's Declaration, By-laws and Prospectus and with the instructions and directions of the Board of Trustees and will conform and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws or regulations. In connection with the sale of Shares, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust's Registration Statement or Prospectus and any sales literature approved by the Trust.
(c) The Trust will not bear any costs and expenses incurred with respect to distribution of shares except to the extent the Trust is permitted to do so by applicable law. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Prospectus (including supplements thereto) and annual and interim reports of the Trust which are used in connection with the offering of Trust's Shares; (ii) preparing, printing and mailing any other literature used by the Distributor in connection with the sale of the Shares and (iii) reimbursement for NASD advertising compliance expenses advanced by the Distributor.
(d) All Trust Shares offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the "offering price") equal to their net asset value (determined in the manner set forth in the Trust's then-current Prospectus).
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of each Fund upon the terms and at the current offering prices as described in such Fund’s Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering prices as set forth in the applicable Fund’s Prospectus. The Distributor shall devote its best efforts to effect the sale of shares, but shall not be obligated to sell any certain number of Shares.
(b) In all matters relating to the sale and redemption of Shares, the Distributor and its designated agent(s) will act in conformity with the Trust’s Declaration, By-laws and the Funds’ Prospectuses and with the instructions and directions of the Board of Trustees and will conform and comply with the requirements of the Securities Exchange Act of 1934, as amended, the 1933 Act, the 1940 Act, the regulations of the Financial Industry Regulatory Authority (FINRA) and all other applicable federal or state laws or regulations. In connection with the sale of Shares of a Fund, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation other than as contained in the Trust’s Registration Statement or such Fund’s Prospectus and any sales literature approved by such Fund.
(c) All Shares of a Fund offered for sale by the Distributor shall be offered for sale to the public at a price per Share (the “offering price”) equal to their net asset value (determined in the manner set forth in such Fund’s then-current Prospectus), plus any applicable sales charge as set forth in such Fund’s then-current Prospectus.
Services and Duties. From and after the Effective Date, Executive shall be employed by the Company in the capacity of its Senior Managing Director. Executive shall be a full-time employee of the Company and shall dedicate substantially all of Executive’s working time to the Company and its Affiliates and shall have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive from time to time by the Governing Body. The “Governing Body” means AGM Management, LLC for so long as it is designated as the principal governing body of the Company pursuant to the Shareholders Agreement and thereafter, the Board. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates and does not involve a Competing Business (defined below), (ii) accepting directorships, roles equivalent to that of a non-executive chairman and roles that do not involve day-to-day operational involvement so long as in each case the role does not give rise to any conflicts of interest with the Company or its Affiliates or involve a Competing Business and so long as the role is at a company that is an investment made by the Executive or a member of his Group (as defined below) in accordance with the requirements of the Code of Ethics and Clause F in Exhibit A, (iii) being actively involved in personal investing through the Family Office or otherwise so long as such involvement is consistent with the requirements of the Code of Ethics and Clause F in Exhibit A, (iv) engaging and being actively involved in charitable, cultural, educational and civic activities, so long as such outside interests do not interfere with the performance of Executive’s duties hereunder, or (v) engaging in a business of the Apollo Operating Group or a member or Subsidiary thereof or of any Person in which a member or Subsidiary of the Apollo Operatin...
Services and Duties. As Administrator, and subject to the supervision and control of the Fund's Board of Trustees, FSCo will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Fund and each of its portfolios:
(a) prepare, file, and maintain the Fund's governing documents and any amendments thereto, including the Declaration of Trust (which has already been prepared and filed), the By-laws and minutes of meetings of Trustees and shareholders;
(b) prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Fund and the Fund'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 Fund to make a continuous offering of its shares;
(c) prepare, negotiate, and administer contracts on behalf of the Fund with, among others, the Fund's investment adviser, distributor, custodian, and transfer agent;
(d) supervise the Fund's custodian in the maintenance of the Fund's general ledger and in the preparation of the Fund's financial statements, including oversight of expense accruals and payments, of the determination of the net asset value of the Fund and of the declaration and payment of dividends and other distributions to shareholders;
(e) calculate performance data of the Fund for dissemination to information services covering the investment company industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's custodian and transfer agent;
(h) coordinate the layout and printing of publicly disseminated prospectuses and reports;
(i) perform internal audit examinations in accordance with a charter to be adopted by FSCo and the Fund;
(j) assist with the design, development, and operation of the Fund;
(k) provide individuals reasonably acceptable to the Fund's Board of Trustees for nomination, appointment, or election as officers of the Fund, who will be responsible for the management of certain of the Fund's affairs as determined by the Fund's Board of Trustees; and
(l) consult with the Fund and its Board of Trustees on matters concerning the Fund and its affairs. The foregoing, along with any additional services that FSCo shall agree in writing to perform for the Fund hereunder, shall hereafter be referred to as "Administrative Services." Admin...
Services and Duties. As Sub-Administrator, and subject to the supervision and control of KIMCO and the Trustees or Directors of the Funds, BISYS will hereafter provide facilities, equipment and personnel to carry out the following Sub-Administrative services to assist in the operation of the business and affairs of the Funds:
(a) provide individuals reasonably acceptable to the Funds for nomination, appointment or election as officers of the Funds and who will be responsible for the management of certain of each Fund's affairs as determined from time to time by the Trustees or Directors of the Funds;
(b) review filings with the Securities and Exchange Commission and state securities authorities that have been prepared on behalf of the Funds by the administrator and take such actions as may be reasonably requested by the administrator to effect such filings;
(c) verify, authorize and transmit to the custodian, transfer agent and dividend disbursing agent of each Fund all necessary instructions for the disbursement of cash, issuance of D:\JPW\XXXXXX\AGREMENT\SUBADMIN\SUBADM1.KEY 1 shares, tender and receipt of portfolio securities, payment of expenses and payment of dividends; and
(d) advise the Trustees or Directors of the Funds on matters concerning the Funds and their affairs. BISYS may, in addition, agree in writing to perform additional Sub-Administrative Services for the Funds. Sub-Administrative Services shall not include investment advisory services or any duties, functions, or services to be performed for the Funds by their distributor, custodian or transfer agent pursuant to their agreements with the Funds.
Services and Duties. The Distributor enters into the following ------------------- covenants with respect to its services and duties:
a. The Distributor agrees to sell, as agent, from time to time during the term of this Agreement, shares upon the terms and at the current offering price as described in the Prospectuses. The Distributor will act only in its own behalf as principal in making agreements with selected dealers. No brokerdealer or other person which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the Company or its Funds in connection with the offering or sale of shares to the public or otherwise. The Distributor shall use its best efforts to sell shares of each class or series of each of the Funds but shall not be obligated to sell any certain number of shares.
b. The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organization as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof.
c. In performing all of its services and duties as Distributor, the Distributor will act in conformity with the Declaration of Trust, By-Laws, Prospectuses and resolutions and other instructions of the Company's Board of Trustees and will comply with the requirements of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, the 1940 Act and all other applicable federal or state law.
d. The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not shareholders, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to result in the sale of shares; provided, however, that the Distributor shall not be obligated to bear -------- ------- the expenses incurred by the Company in connection with the preparation and printing of any amendment to any Registration Statement or Prospectus necessary for the continued effective registration of the shares under the 1933 Act and state securities laws and the distribution of any such document to existing shareholders of the Company's Funds.
e. The Company shall have the right to suspend the sale of shares at any time in response to conditions in the securities markets or otherwise, and to suspend th...
Services and Duties. Subject to the supervision and control of ------------------- the Fund's Board of Directors, the Administrator agrees to assist in supervising aspects of the Fund's administrative operations, including but not limited to the performance of the following specific services for the Fund:
(a) Provide office facilities (which may be in the offices of the Administrator or a corporate affiliate of them, but shall be in such location as the Fund shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund;
(b) Furnish statistical and research data, clerical services, and stationery and office supplies;
(c) Keep and maintain all financial accounts and records (other than those required to be maintained by the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Fund's net asset value, net income and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of Directors;
(e) Compile data for, and prepare required reports and notices to shareholders of record including, without limitation, proxy statements, Semiannual and Annual Reports to shareholders;
(f) Compile data for, prepare for execution and file all reports or other documents, including tax returns, required by Federal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the Fund's Custodian or Transfer Agent);
(g) Assist in developing and monitoring compliance procedures for the Fund and any class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
(h) Determine, together with the Fund's Board of Directors, the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualifi...
Services and Duties. Subject to the supervision and control of the Funds, PNC will:
(a) Effect and maintain, as the case may be, the qualification of shares of the respective Portfolios for sale under the securities laws of the jurisdictions indicated for each Portfolio on Schedule A, as it may be amended from time to time; and
(b) File with each appropriate jurisdiction the applicable materials relating to the Portfolios (or classes thereof) by the applicable filing deadline; provided however, that the Funds timely provide PNC in advance of such filings with (i) the requisite number of copies of each document (i.e. definitive prospectuses) requested by PNC (to the extent such documents are required to effect the relevant filing) and (ii) filing fees (as described in more detail below); and
(c) Convey to the Funds any comments received from the regulatory authorities with respect to such filings and, if desired by a Fund, responding to such comments in such manner as authorized by such Fund. Subject to payment to PNC in advance, PNC will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Portfolio(s) (or classes thereof), and any fees for qualifying or continuing the qualification of any Portfolio(s) (or classes thereof). The Funds will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to PNC for the payment of the aforementioned filings fees promptly upon request by PNC. PNC will request the funds necessary for the payment of the filing fees in advance of the date the fees become due. Each Fund acknowledges that PNC may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement. In performing its duties under this Agreement, PNC will act in accordance with the reasonable instructions and directions of the Funds. Similarly, the Funds will reasonably cooperate with PNC to enable PNC to perform its duties under this Agreement.
Services and Duties. (a) The Trust agrees to sell through the Distributor, as agent, from time to time during the term of this Agreement, Shares of the Funds (whether authorized but unissued or treasury shares, in the Trust's sole discretion) upon the terms and at the current offering price as described in the applicable Prospectus. The Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. The Distributor shall devote its best efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. Each Fund reserves the right to issue Shares in connection with any merger or consolidation of the Trust or any Fund with any other investment company or personal holding company or in connection with offers of exchange exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares, the Distributor will act in conformity with the Trust's Certificate, By-Laws, and Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable federal or state laws and regulations. In connection with such sales, the Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Trust's Registration Statement and Prospectuses and any sales literature specifically approved by the Trust. The Trust shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations contained in the Prospectuses or other financial statements of the Trust or in any sales literature or advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and distributing any Prospectus (including any supplement thereto) to persons who are not either shareholders or counsel, independent accountants or other persons providing similar services to the Trust, and (ii) preparing, printing and distributing any literature, advertisement or material which is primarily intended to res...
