Management and Administration Except as otherwise provided herein, this Agreement shall be managed and administered by the Parties, Members, and State Consumer Advocates through the Members Committee and the Reliability Committee as a Standing Committee thereof, except as delegated to the Office of the Interconnection and except that only the PJM Board shall have the authority to approve and authorize the filing of amendments to this Agreement with the FERC. Issued By: Xxxxx Xxxxxx Effective: October 1, 2003 Vice President, Governmental Policy Issued On: July 31, 2003 PJM Interconnection, L.L.C. Second Revised Sheet No. 11 First Revised Rate Schedule FERC No. 32 Superseding First Revised Sheet No. 11 [Sheet Nos. 11 through 14A are reserved for future use.] Issued By: Xxxxx Xxxxxx Effective: October 1, 2003 Vice President, Governmental Policy Issued On: July 31, 2003 PJM Interconnection, L.L.C. Second Revised Sheet No. 15 First Revised Rate Schedule FERC No. 32 Superseding First Revised Sheet No. 15
Fund Administration Legal Services a. Prepare the agenda and resolutions for all requested Board of Trustees (the “Board”) and committee meetings, make presentations to the Board and committee meetings where appropriate or upon reasonable request, prepare minutes for such Board and committee meetings and attend the Trust’s shareholder meetings and prepare minutes of such meetings;
FUND ADMINISTRATION SERVICES BNY Mellon shall provide the following fund administration services for each Fund, Series and class: Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class; Coordinate a Fund’s annual audit and respond timely and completely to related requests; Cooperate with each Fund’s independent auditors; Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Xxxxxxxx-Xxxxx Act of 2002 or under any other law, rule or regulation. REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series: Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities; Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and
Litigation and Administrative Proceedings Except as disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or threatened against any Company, or in respect of which any Company may have any liability, in any court or before or by any Governmental Authority, arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Company is a party or by which the property or assets of any Company are bound, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining, in each case other than those that could not reasonably be expected to result in a Material Adverse Effect.
Fund Administration ● Prepare annual and semi-annual financial statements ○ Utilizing templates for standard layout and printing ● Prepare Forms N-CEN, N-CSR and 24F-2 ● File Forms N-CEN and 24F-2 with the SEC ● Host annual audits ● Prepare required reports for quarterly Board meetings ● Monitor expense ratios ● Maintain budget vs. actual expenses ● Manage fund invoice approval and xxxx payment process ● Assist with placement of Fidelity Bond and E&O insurance Fund Accounting ● Calculate monthly NAVs as required by the Trust and in conformance with generally accepted accounting principles (“GAAP”), SEC Regulation S-X (or any successor regulation) and the Internal Revenue Code ● Transmit net asset values to the advisor, NASDAQ, Transfer Agent & other third parties ● Reconcile cash & investment balances with the custodian ● Provide data and reports to support preparation of financial statements and filings ● Prepare required Fund Accounting records in accordance with the 1940 Act ● Obtain and apply security valuations as directed and determined by the Fund consistent with the Fund’s pricing and valuation policies ● Participate, when requested, in Fair Value Committee meetings as a non-voting member ● Calculate monthly SEC standardized total return performance figures ● Coordinate reporting to outside agencies including Morningstar, etc. ● Prepare and file Form N-PORT Legal Administration ● Coordinate annual update to prospectus and statement of additional information ● Coordinate standard layout and printing of prospectus ● Files Forms N-CSR and N-PX ● Coordinate EDGARization and filing of SEC documents ● Compile and distribute board materials (electronically) for quarterly board meetings ● Attend quarterly board meetings telephonically and prepare initial draft of meeting minutes Compliance Administration ● Perform daily prospectus & SAI, SEC investment restriction monitoring ● Provide warning/Alert notification with supporting documentation ● Provide quarterly compliance testing certification to Board of Trustees SS&C ALPS Client Portal ● Document Management/Sharing ● Initiate requests or provide feedback ● Retrieval of current and up to 15 months of historical reports ● Access to daily fund accounting data and static reports ● Portfolio compliance alerting with drill-down capability ● Portfolio data warehouse with reporting engine ● Investor data warehouse with ad hoc query builder ● Investor document image retrieval (i.e. correspondence, applications, checks) ● Trustee access that facilitates access to board materials and other relevant documents Notes and Terms to SS&C ALPS Services
General and Administrative 4.1 This Agreement shall be governed in all respects and aspects by the laws of the State of Texas, and the parties hereby agree any legal action concerning this Agreement shall be brought in a court of competent jurisdiction, in Lubbock County, Texas. If counsel is required to enforce terms of this Agreement and/ or corollary agreements, the prevailing party shall be entitled to recover reasonable attorney fees and costs.
Management and Administrative Services The Investment Adviser shall perform, or arrange for its affiliates to perform, the management and administrative services necessary for the operation of the Fund, including administering shareholder accounts and handling shareholder relations. The Investment Adviser shall provide the Fund with office space, facilities, equipment and necessary personnel and such other services as the Investment Adviser, subject to review by the Board of Directors, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Fund, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Investment Adviser generally shall monitor the Fund's compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws. The Investment Adviser shall make reports to the Board of Directors of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable.
Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.
