Administrative and Shareholder Services Sample Clauses

Administrative and Shareholder Services. ACS shall perform or arrange for the provision of the administrative, recordkeeping and shareholder services (the “Administrative and Shareholder Services”) described in Schedule A attached hereto, as such Schedule A may be amended from time to time with the mutual consent of the parties hereto, with respect to Class W Shares of the Fund purchased, held or redeemed by a Wrap Program. Each party acknowledges that ACS may in its sole discretion, from time to time, employ, appoint, subcontract with or otherwise associate itself with, entirely at its expense, such persons as ACS believes to be particularly fitted to perform, or assist in its performance of, its duties under this Agreement, including financial intermediaries whose customers are shareholders of the Class W Shares of the Fund through the Wrap Programs; provided, however, that such actions will not relieve ACS of any of its obligations or liabilities hereunder. ACS and any person(s) with whom it contracts for the provision of such services shall perform the Administrative and Shareholder Services as an independent contractor and not as an employee or agent of the Trust or the Fund.
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Administrative and Shareholder Services. SACS shall perform or arrange for the performance of the administrative and recordkeeping services (the "Administrative Services") described in Schedule A attached hereto, as such Schedule A may be amended from time to time with the mutual consent of the parties hereto, with respect to Class I Shares of the Funds purchased, held or redeemed by a Plan. SACS shall perform or arrange for the performance of the shareholder services (the "Shareholder Services") described in Schedule B attached hereto, as such Schedule B may be amended from time to time with the mutual consent of the parties hereto, with respect to Class I Shares of the Funds purchased, held or redeemed by a LifeStyle Fund. SACS and any person(s) with whom it contracts for the provision of such services shall perform the Administrative Services or Shareholder Services as an independent contractor and not as an employee or agent of the Trust or any Fund. Neither SACS nor any person(s) with whom it contracts for the provision of such services shall not be or be held out to be an agent of the Trust or any Fund. SACS shall perform, or arrange for the provision of the Administrative Services and the Shareholder Services in accordance with procedures established from time to time by the agreement of the Trust and SACS, and subject to terms and conditions set forth in the Trust's current prospectus.
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Administrative and Shareholder Services. A. General Responsibilities. Subject to the exceptions set forth in Sub- Section C hereof and subject to the direction and control of the Board of Trustees of the Trust, the Manager will provide, or cause to be provided, all services required for the administration of the Trust and the Fund, including fund accounting, shareholder servicing, and transfer agency services.
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Administrative and Shareholder Services. B. Specific Responsibilities. Without limiting the responsibilities of the Manager, the Manager will:
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Administrative and Shareholder Services. Fortis Benefits and Fortis Investors agrees to provide the administrative and shareholder services below to contractholders which are beneficial owners of shares of the Series ("Contractholders"), which services are normally provided by a Fund's transfer agent. Such services shall consist of the following:
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Administrative and Shareholder Services. SACS shall perform or arrange for the provision of the administrative, recordkeeping and shareholder services (the “Administrative and Shareholder Services”) described in Schedule A attached hereto, as such Schedule A may be amended from time to time with the mutual consent of the parties hereto, with respect to Class W Shares of the Fund purchased, held or redeemed by Wrap Programs. Each party acknowledges that SACS may in its sole discretion, from time to time, employ, appoint, subcontract with or otherwise associate itself with, entirely at its expense, such persons as SACS believes to be particularly fitted to perform, or assist in its performance of, its duties under this Agreement, including financial intermediaries whose customers are shareholders of the Class W Shares of the Fund through the Wrap Programs; provided, however, that such actions will not relieve SACS of any of its obligations or liabilities hereunder. SACS and any person(s) with whom it contracts for the provision of such services shall perform the Administrative and Shareholder Services as an independent contractor and not as an employee or agent of the Trust or the Fund.
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Administrative and Shareholder Services. AIG SACS shall perform or arrange for the provision of the administrative, recordkeeping and shareholder services (the “Administrative and Shareholder Services”) described in Schedule A attached hereto, as such Schedule A may be amended from time to time with the mutual consent of the parties hereto, with respect to Class W Shares of the Fund purchased, held or redeemed by a Wrap Program. Each party acknowledges that AIG SACS may in its sole discretion, from time to time, employ, appoint, subcontract with or otherwise associate itself with, entirely at its expense, such persons as AIG SACS believes to be particularly fitted to perform, or assist in its performance of, its duties under this Agreement, including financial intermediaries whose customers are shareholders of the Class W Shares of the Fund through the Wrap Programs; provided, however, that such actions will not relieve AIG SACS of any of its obligations or liabilities hereunder. AIG SACS and any person(s) with whom it contracts for the provision of such services shall perform the Administrative and Shareholder Services as an independent contractor and not as an employee or agent of the Trust or the Fund.
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Administrative and Shareholder Services. The Administrator shall perform or supervise the performance by others of other administrative services in connection with the operations of the Portfolios, and, on behalf of the Trust, will investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Portfolios' operation. The Administrator shall provide the Trustees of the Trust with such reports regarding investment performance as they may reasonably request but shall have no responsibility for supervising the performance by any investment adviser or sub-adviser of its responsibilities. The Administrator shall provide the Trust with regulatory reporting, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel compensation and facilities for handling the affairs of the Portfolios and such OTHER SERVICES AS the Administrator shall, from time to time, determine to be necessary to perform its obligations under this Agreement. The Administrator shall make reports to the Trust's Trustees concerning the performance of its obligations hereunder; furnish advice and recommendations with respect to other aspects of the business and affairs of the Portfolios as the Trust and the Administrator shall determine desirable; and shall provide the Portfolios' Shareholders with the reports described in the Trust's current prospectus. The Administrator shall calculate the daily net asset value of the Portfolios in accordance with the procedures prescribed in the Trust's Registration Statement and such other procedures as may be established by the Trustees of the Trust. Also, the Administrator will perform other services for the Trust as agreed from time to time, including, but not limited to., preparation and mailing of appropriate federal income tax forms and returns to the Internal Revenue; furnishing the Trust with such reports regarding the sale and redemption of Shares as may be required in order to comply with federal and state securities law; and mailing notices of Shareholders' meetings, proxies and proxy statements to Shareholders, for all of which the Trust will pay the Administrator's out-of-pocket expenses.
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Administrative and Shareholder Services 
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Related to Administrative and Shareholder Services

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

  • Shareholder Servicing All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Shareholders’ Representative (a) Xxxxxxx Xxxxxxxxx (such person and any successor or successors being the “Selling Shareholders Representative”) shall act as the representative of the Selling Shareholders, and shall be authorized to act on behalf of the Selling Shareholders to take any and all actions required or permitted to be taken by the Selling Shareholders Representative under this Agreement and with respect to any claims (including the settlement thereof) made by a Investor Indemnified Party for indemnification pursuant to this Article VIII, including (i) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification and (ii) take all actions necessary in the judgment of the Selling Shareholders Representative for the accomplishment of the foregoing. In all matters relating to this Article VIII, the Selling Shareholders Representative shall be the only party entitled to assert the rights of the Selling Shareholders, and the Selling Shareholders Representative shall perform all of the obligations of the Selling Shareholders under this Article VIII. The Investor Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Selling Shareholders Representative. The Selling Shareholders Representative may resign upon not less than twenty (20) business days’ prior written notice to Investors and the Selling Shareholders. The Selling Shareholders by the vote of a majority-in-interest of their respective Pro Rata Portions may remove the Selling Shareholders Representative from time to time upon not less than twenty (20) business days’ prior written notice to Investors. Any vacancy in the position of the Selling Shareholders Representative may be filled by a majority-in-interest of the Selling Shareholders (based on their respective Pro Rata Portions), subject to the consent of the Investors (which consent shall not be unreasonably withheld, conditioned or delayed). Any successor Selling Shareholders Representative shall acknowledge in writing to the Investors his or her acceptance of his or her appointment as Selling Shareholders Representative.

  • Shareholder Internet Services The Transfer Agent shall provide internet access to the Fund’s shareholders through a designated web site (“Shareholder Internet Services”), which will be accessed by the Fund’s shareholders via a link on the Fund’s web site. The Shareholder Internet Services will be provided pursuant to established procedures and will allow shareholders to view their account information and perform certain on-line transaction request capabilities. The Shareholder Internet Services shall be provided at no additional charge, other than the transaction fees currently being charged for the different transactions as described on the Fee Schedule. The Transfer Agent reserves the right to charge a fee for this service in the future.

  • Stockholders’ Representative Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

  • Shareholder Information Services (i) Make information available to shareholder servicing unit and other remote access units regarding trade date, share price, current holdings, yields, and dividend information.

  • Administration Services When a medical prescription drug is administered by infusion, the administration of the prescription drug may be covered separately from the prescription drug. See Infusion Therapy - Administration Services in the Summary of Medical Benefits for benefit limits and the amount you pay. Prescription drugs that are self-administered are not covered as a medical benefit but may be covered as a pharmacy benefit. Please see Pharmacy Prescription Drugs and Diabetic Equipment or Supplies – Pharmacy Benefits section above for additional information. Site of Care Program For some medical prescription drugs, after the first administration, coverage may be limited to certain locations (for example, a designated outpatient or ambulatory service facility, physician’s office, or your home), provided the location is appropriate based on your medical status. For a list of medical prescription drugs that are subject to this Site of Care Program, visit our website. Preauthorization may be required to determine medical necessity as well as appropriate site of care. If we deny your request for preauthorization, or you disagree with our determination for the appropriate site of care, you can submit a medical appeal. See Appeals in Section 5 for information on how to file a medical appeal.

  • Shareholder Representative The Selling Parties, by virtue of their execution and delivery of this Agreement or, with respect to Selling Parties that are not signatories to this Agreement, by virtue of approval of this Agreement and the Merger by the Shareholders in accordance with the requirements of Delaware Law and by their acceptance of any Merger Consideration due to them, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, IBF (together with its permitted successors, the "Shareholder Representative"), as their true and lawful agent and attorney-in-fact, and the Shareholder Representative, by its execution of this Agreement shall be deemed to have accepted such appointment, to enter into any agreement in connection with the transactions contemplated by this Agreement or the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on it under any such agreement, to act as proxy for each Selling Party in connection with any shareholder approvals required in connection with the transactions contemplated by this Agreement, to waive or modify any terms and conditions of any such agreement (other than payment of the Merger Consideration due at Closing), to give and receive notices on their behalf, and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the assertion, prosecution, defense, settlement or compromise of and claim, action or proceeding for which any Shareholder, Purchaser, or the Merger Sub may be entitled to indemnification and the Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Shareholder Representative shall not be liable for any action taken or not taken by him in his capacity as Shareholder Representative either (i) with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company voting stock (considered on an as converted basis), or (ii) in the absence of its own willful misconduct. If the Shareholder Representative shall be unable or unwilling to serve in such capacity, its successor shall be named by those persons holding a majority of the shares of Company voting stock outstanding immediately prior to the Effective Time who shall serve and exercise the powers of Shareholder Representative hereunder. Solely with respect to any actions taken by the Shareholder Representative in its capacity as such, the Shareholder Representative shall have no liability to Purchaser, the Company or any of their respective affiliates except for claims based upon fraud or bad faith actions by the Shareholder Representative.

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