Fair Value Services Clause Samples

Fair Value Services. PNC has entered into an agreement with a vendor of pricing services (the “Pricing Vendor”), and the Pricing Vendor shall provide fair value prices for the relevant foreign equity securities that have the confidence level identified by VP Distributors (“Fair Value Prices”) to PNC. Notwithstanding anything to the contrary herein, PNC shall not be obligated to perform the fair value services set forth in this Agreement (“Fair Value Services”) unless a fully-executed agreement between PNC and the then-current Pricing Vendor is then currently in effect. Unless VP Distributors directs PNC otherwise by Written Instructions, VP Distributors and the Funds hereby authorize and instruct PNC to: (a) under the circumstances set forth on Exhibit F, receive from the Pricing Vendor Fair Value Prices (in a format reasonably required by PNC) for each of the Portfolios that are invested in foreign equity securities; and (b) under the circumstances set forth on Exhibit F, use such Fair Value Prices that it timely receives in all relevant calculations (e.g., NAV, yields, etc.). VP Distributors and the Funds understand and agree that PNC will not be able to employ its standard review process to the Fair Value Prices and that PNC shall have no obligation to inquire into, verify, or otherwise analyze the accuracy or reasonableness of any of the Fair Value Prices it receives except for PNC’s duties that are set forth in Exhibit F. Except for PNC’s duties that are set forth in Exhibit F, PNC shall have no responsibility for verifying the accuracy and reasonableness of the Fair Value Prices and the appropriateness of the Portfolios’ use of Fair Value Prices, regardless of any efforts of PNC in this respect.
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Fair Value Services. [Intentionally Omitted.]
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Related to Fair Value Services

  • Fair Value If the parties fail to agree upon the purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the IT Rightholders or the Company, as the case may be, shall purchase the Transferred Shares at a purchase price equal to the Fair Value thereof. The Fair Value of the Transferred Shares shall be determined by a nationally recognized investment banking firm or nationally recognized expert experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the date the applicable parties determine that they cannot agree as to the purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing IT Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing IT Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing IT Rightholders jointly (in the case of a purchase by the Company and IT Rightholders), as the case may be, shall designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing IT Rightholders or both, or all, as the case may be, fails to make such designation within such period, then any other party may apply to the American Arbitration Association or a court of appropriate jurisdiction for the appointment of such an appraiser. The appraiser shall conduct its determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be determined by such appraiser. Such determination shall be final and binding on the Involuntary Transferee, the Company and the IT Rightholders. The Involuntary Transferee shall be responsible for one-half the fees and expenses of the appraiser designated by or on behalf of it, and the Company and/or the purchasing IT Rightholders in proportion to the ratio in which they are purchasing Transferred Shares shall be responsible for one-half of the fees and expenses of the appraiser. For purposes of this Section 3.2(b), the "Fair Value" of the Transferred Shares means the fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraiser determines to be relevant.

  • Fund Valuation and Financial Reporting Services (1) Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis. (2) Apply equalization accounting as directed by the Fund. (3) Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date. (4) Maintain a general ledger and other accounts, books, and financial records for the Fund in the form as agreed upon. (5) Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund’s current prospectus. (6) Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund. (7) Communicate to the Fund, at an agreed upon time, the per share net asset value for each valuation date. (8) Prepare monthly reports that document the adequacy of accounting detail to support month-end ledger balances. (9) Prepare monthly security transactions listings.

  • Investment Sub-Advisory Services Subject to the supervision of the applicable Corporation’s Board of Directors (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian; (4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and (6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

  • Portfolio Valuation and Diversification Etc 113118 SECTION 5.13. Calculation of Borrowing Base 118124 ARTICLE VI NEGATIVE COVENANTS 130136 SECTION 6.01. Indebtedness 130136 SECTION 6.02. Liens 132139 SECTION 6.03. Fundamental Changes and Dispositions of Assets 134140 SECTION 6.04. Investments 136143 SECTION 6.05. Restricted Payments 138144 SECTION 6.06. Certain Restrictions on Significant Subsidiaries 139145 SECTION 6.07. Certain Financial Covenants 139146 SECTION 6.08. Transactions with Affiliates 140146 SECTION 6.09. Lines of Business 140147 SECTION 6.10. No Further Negative Pledge 140147 SECTION 6.11. Modifications of Certain Documents 141147 SECTION 6.12. Payments of Other Indebtedness 141148 ARTICLE VII EVENTS OF DEFAULT 142149 SECTION 7.01. Events of Default 142149 ARTICLE VIII THE ADMINISTRATIVE AGENT 146153 SECTION 8.01. The Administrative Agent 146153 SECTION 8.02. Certain ERISA Matters 149156 SECTION 8.03. Erroneous Payments. 151157 ARTICLE IX MISCELLANEOUS 153160 SECTION 9.01. Notices; Electronic Communications 153160 SECTION 9.02. Waivers; Amendments 155161 SECTION 9.03. Expenses; Indemnity; Damage Waiver 158164 SECTION 9.04. Successors and Assigns 160167 SECTION 9.05. Survival 164171 SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution 164171 SECTION 9.07. Severability 165172 SECTION 9.08. Right of Setoff 165172

  • Investment Subadvisory Services Subject to the supervision of the applicable Company’s Board of Directors (“Board”) and the Adviser, the Subadviser shall act as the investment subadviser and shall supervise and direct the investments of each Fund specified by the Adviser from time to time in accordance with the Fund’s investment objective(s), policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Subadviser. The Subadviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of each Fund allocated to the Subadviser in a manner consistent with the Fund’s investment objective(s), policies, and restrictions. In furtherance of this duty, Subadviser, on behalf of each Fund is authorized to: (1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Subadviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable; (3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Subadviser in a timely fashion by the Fund’s custodian; (4) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Subadviser, including, but not limited to, any internal money market and short-term bond funds available for use only by clients of the Adviser and certain of its affiliates for short-term investments; (5) instruct the Fund’s custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (6) generally, perform any other act necessary to enable the Subadviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).