Sch Clause Samples
Sch. A-13 MONEY MARKET FUNDS ------------------ Active Assets California Tax-Free Trust 05/31/97, as amended on 0.45% of the portion of the daily net assets not 04/30/98 exceeding $500 million; 0.375% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.325% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.30% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.275% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.25% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.225% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.20% of the portion of the daily net assets exceeding $3 billion Active Assets Government Securities 05/31/97, as amended on 0.45% of the portion of the daily net assets not Trust 04/30/98 exceeding $500 million; 0.375% of the portion of the daily net assets exceeding $500 million but not exceeding $750 million; 0.325% of the portion of the daily net assets exceeding $750 million but not exceeding $1 billion; 0.30% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.275% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.25% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.225% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $3 billion; and 0.20% of the portion of the daily net assets exceeding $3 billion. Active Assets Institutional Government 03/08/02 0.10% of the daily net assets. Securities Trust On an ongoing basis, the Investment Adviser has agreed under this Agreement with the Fund to assume Fund operating expenses (except for brokerage fees) to the extent that such operating expenses exceed on an annualized basis 0.20% of the average daily net assets of the Fund. This may reduce the fees under this Agreement and the Administration Agreement below 0.15% for the Fund. Sch.A-14 MONEY MARKET FUNDS ------------------ Active Assets Institutional Money Trust 01/06/00 0.10% of the daily net assets. On an ongoing basis, the Investment Adviser has agreed under this Agreement with the Fund to assume Fund operating expenses (except for brokerage fees) to the extent that such operating expenses exceed on an annualized basis 0.20%...
Sch. 2 Pt 14 substituted by Nos 9114 s. 3(1), 9570 s. 3(1), amended by Nos 61/1993 s. 35(a)(i)(ii), 57/1995 s. 29(2)(Sch. 3 Pt A(e)), 46/1998 s. 7(Sch. 1), 54/2008 s. 10(2).
Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 EXHIBIT B FORM OF LOCK-UP LETTER...................................................................B-1 </TABLE> ▇▇▇▇▇ RIVER GROUP, INC. (a Delaware corporation) o Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT o, 2005 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. as Representative of the several Underwriters c/o Keefe, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇▇▇▇ River Group, Inc., a Delaware corporation (the "COMPANY"), confirms its agreement with ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") and each of the other Underwriters named in Schedule A hereto (collectively, the "UNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is acting as representative (in such capacity, the "REPRESENTATIVE"), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock (the "INITIAL SECURITIES") to be purchased by the Underwriters and all or any part of the [o] shares of Common Stock subject to the option described in Section 2(b) hereof (the "OPTION SECURITIES") are hereinafter called, collectively, the "SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and deliver...
Sch. A-1 Schedule B -- Pricing Information........................................................................
Sch. The Local Manager allocates the Pools based on a periodic assessment of the quality of the Research Services provided to the Local Manager by the participating brokers during that period. The Local Manager tends to consider, without limitation, the quality of the analyst service, the sales service, and the company meetings that have been arranged with senior management of companies in which the Local Manager invests for its clients. Decisions are being taken based on a voting system in which the Local Manager equity portfolio managers participate. As part of a relationship management effort, the Local Manager will meet periodically with those providers of Research Services that the Local Manager deems most significant.
Sch. The Local Manager will determine the relative importance of each factor using the following criteria: (a) the characteristics of the Investment Adviser; (b) the characteristics and nature of the Transaction, including whether any specific instructions are given by the Investment Adviser; (c) the characteristics of the financial instruments that are the subject of the Transaction; and (d) the characteristics of the execution venues to which the Transaction can be directed. While the Local Manager will take all reasonable steps, based on the resources available to it, to satisfy itself that it has processes in place that can reasonably be expected to lead to the delivery of the best possible result, the Local Manager does not guarantee that it will always be able to obtain the best possible result in relation to each Transaction.
Sch. B-1 SCHEDULE C ---------- PRICING TERMS ------------- Price per Unit to public: $_______ Underwriting discounts and commissions per Unit: $______ Offering proceeds to the Company, before expenses: $_________ Closing Date: _______, 2007 EXHIBIT A Opinion of counsel for the Company to be delivered pursuant to Section 5(d) of the Underwriting Agreement. ----------------------------------------------------------------------- References to the Prospectus in this Exhibit A include any supplements thereto at the First Closing Date and, if applicable, each Subsequent Closing Date. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
Sch. 2 Pt 6 substituted by Nos 9114 s. 3(1), 9570 s. 3(1), 10073 s. 4(1), 44/1986 s. 4(1), 8/1987 s. 4(1), amended by Nos 7/1988 s. 4(2), 7/1997 s. 16(1)(a)–(f), 46/1998 s. 7(Sch. 1), 60/2005 s. 16(1)(a)–(d), 79/2013 s. 23(2), 12/2016 s. 41(1). Part 6—Dandenong Ranges National Park Sch. 2 Pt 7 substituted by Nos 9247 s. 3(1), 7/1997 s. 14(1), amended by No. 46/1998 s. 7(Sch. 1). Part 7—Lake Eildon National Park
Sch. 2 Pt 31 inserted by No. 9570 s. 3(3), amended by No. 10073 s. 4(1), GG 16.12.87 p. 3459, Nos 57/1995 s. 29(2)(Sch. 3 Pt A(h)(i)–(iv)), 46/1998 s. 7(Sch. 1), 40/2002 s. 21(6)(a)(b), substituted by No. 60/2005 s. 16(5), amended by Nos 57/2006 s. 13(3), 54/2008 s. 10(3), 90/2009 s. 13(4), 35/2010 s. 11(3), 79/2013 s. 23(5), 12/2016 s. 41(2). Sch. 2 Pt 32 inserted by No. 9570 s. 3(6), substituted by No. 10073 s. 4(1), repealed by No. 37/1989 s. 10(1)(b). Sch. 2 Pt 33 inserted by No. 9570 s. 3(7), amended by No. 38/1989 s. 35(e)(ii), repealed by No. 37/1989 s. 10(1)(c). Part 31—Great Otway National Park
Sch. Schools and preschools – country incentives from 2003 (incl.) Sch. 3