Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (1) A true and complete copy of the Operating Agreement and all amendments thereto; (2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any; (3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time. (4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense. (5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Fund represents and warrants to Administrator that: (1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund. (2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons. (3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering. (4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund. (5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator. (d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. (e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator. (f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 14 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Hedged Equity Income Fund: Series A4), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Rising Dividend Achievers Total Return Fund), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Hedged Equity Income Fund: Series A3)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 9 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Variant Alternative Lending Fund), Administration, Fund Accounting and Recordkeeping Agreement (Variant Alternative Lending Fund), Administration, Fund Accounting and Recordkeeping Agreement (First Trust Hedged Strategies Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer , updates to the list of Authorized Persons and any certifications of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority list of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons reasonably requested by Administrator from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin Administrator and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(53) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser Management of the Fund have and retain retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and management of the Investment Adviser Fund of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting effecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt adopting any policies that in the event such change or policy would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 6 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (CPG Vintage Access Fund VII, LLC), Administration, Fund Accounting and Recordkeeping Agreement (CPG Vintage Access Fund VII, LLC), Administration, Fund Accounting and Recordkeeping Agreement (CPG Focused Access Fund, LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents's Offering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s 's expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(54) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s 's currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager Board and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting investment certifications against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s 's Services hereunder shall not relieve the Manager and Board and/or the Investment Adviser of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Shares shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting effecting any material change to its offering documents, if any, Offering Documents or Operating Agreement or adopt Agreement.
(g) The Fund agrees that in the event it adopts any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and it shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 6 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Alternatives Master Fund), Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Asset Endowment Master Fund), Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Alternatives Fund - II)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) A certificate as of October 5, 2019 certifying that the Funds, and all Shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Trust recordkeeping, including those related to Shareholder accounts and transaction activity; and (2) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement.
(7) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the FundTrust’s expense.
(58) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(9) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust Massachusetts Business Trust duly organized and existing under the laws of the State of DelawareMassachusetts; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act is currently effective and warrants he/she is duly authorized will remain effective, and appropriate state securities laws filings have been made and will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(7) All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 2018 tax year.
(c) During the term of this Agreement Agreement, the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 5 contracts
Sources: Transfer Agency Agreement (Alger Portfolios), Transfer Agency Agreement (Alger Funds), Transfer Agency Agreement (Alger Institutional Funds)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement and all amendments theretoOffering Document;
(2) Copies A certificate signed by the Chief Financial Officer and Secretary of the Fund’s offering documents, as General Partner specifying the number of authorized Units and the date number of this Agreement, together with any subscription documentssuch authorized Units issued and currently outstanding, if any, the validity of the authorized and outstanding Units, whether such Units are fully paid and non-assessable, and the status of the Units under the 1933 Act and any other applicable federal law or regulation;
(3) A certified copy of the resolutions of the General Partner authorizing the appointment of Transfer Agent and the execution of this Agreement on behalf of the Fund; and
(4) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund General Partner shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has shall have the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the General Partner and designate the names of the General Partner’s initial Authorized Persons.
(45) A certificate as of certifying that all Limited Partner accounts are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Limited Partner and Fund recordkeeping, including those related to Limited Partner accounts and transaction activity; and, (2) there are no existing or potential claims, litigation or demands by Limited Partners or others relating to the Fund, the General Partner or the General Partner’s officers except as disclosed in writing and dated as of the date of this Agreement.
(6) All Investor Limited Partner account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the Fund’s expense.
(57) Prior written notice of any increase or decrease in the total number of Units authorized to be issued, or the issuance of any additional Units of the Fund, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Each Fund represents and warrants to Administrator Transfer Agent that:
(1) It Except as otherwise noted on Schedule A, it is a statutory trust limited partnership duly organized and existing under the laws of the State of DelawareNew York; it is empowered under applicable laws and by its Operating Agreement Organizational Document to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund General Partner has the authority (unless such authority is limited in a writing from the Fund and received by Transfer Agent) to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized not registered or required to offer be registered as an investment company under the 1940 Act and sell its Interests in are exempt from the Fund in reliance on exemptions provided in registration requirements of the 1933 Act pursuant to Section 4(a)(2) and state securities laws for transactions not involving any public offeringRule 506 of Regulation D promulgated thereunder.
(4) The person signing this Agreement represents All outstanding Units are validly issued, fully paid and warrants he/she is duly authorized to execute this Agreement on behalf non-assessable and when Units are hereafter issued in accordance with the terms of the Organizational Document and the Fund’s Offering Document, such Units shall be validly issued, fully paid and non-assessable.
(5) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all material regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Organizational Document, or any material contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(6) All Limited Partner tax reporting has been completed timely and accurately, including the distribution of any applicable tax forms for the most recently completed tax year.
(c) During the term of this Agreement Agreement, the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Document as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager General Partner has and Investment Adviser have and retain retains primary responsibility for all compliance matters relating to the FundFund including, including but not limited to to, compliance with all any applicable provisions of requirements under the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager and the Investment Adviser General Partner of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such all relevant statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that in the Fund’s Offering Document which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 5 contracts
Sources: Transfer Agency Agreement, Transfer Agency Agreement (Tactical Diversified Futures Fund L.P.), Transfer Agency Agreement (Managed Futures Premier Graham L.P.)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator UMBFS that:
(1i) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement operating agreements to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5ii) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(cb) During the term of this Agreement the Fund The Administrator shall have the ongoing obligation use reasonable efforts to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of cause the Fund’s currently effective offering documentsofficers and trustees, if anyand shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFS, in order to enable UMBFS to perform the Services. For purposes In connection with the performance of this Agreementthe Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by receipt of written notice thereof from the Administrator.
(dc) The Manager and Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to (as applicable to the specific parties) compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or Prospectus. UMBFS’s monitoring and other documents that govern the Fund’s operations. Administrator’s Services functions hereunder shall not relieve the Manager and Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator UMBFS will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Administrator if it becomes aware of any material non-compliance which relates to the Fund. UMBFS shall provide the Administrator with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(fd) The Fund Administrator agrees that it shall advise Administrator UMBFS in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator UMBFS thereto.
(e) The Administrator will notify UMBFS of any discrepancy between UMBFS and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by UMBFS to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy.
(f) UMBFS represents and warrants to the Administrator that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS.
(iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator.
(i) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.
Appears in 5 contracts
Sources: Fund Accounting Agreement (StepStone Private Equity Strategies Fund), Fund Accounting Agreement (StepStone Private Equity Strategies Fund), Fund Accounting Agreement (StepStone Private Credit Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator UMBFS that:
(1i) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement operating agreements to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5ii) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(cb) During the term of this Agreement the Fund The Administrator shall have the ongoing obligation use reasonable efforts to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of cause the Fund’s currently effective offering documentsofficers and trustees, if anyand shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFS, in order to enable UMBFS to perform the Services. For purposes In connection with the performance of this Agreementthe Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by receipt of written notice thereof from the Administrator.
(dc) The Manager and Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to (as applicable to the specific parties) compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or Prospectus. UMBFS’s monitoring and other documents that govern the Fund’s operations. Administrator’s Services functions hereunder shall not relieve the Manager and Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the UMBFS will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Administrator if it becomes aware of any material non-compliance which relates to the Fund. The UMBFS shall provide the Administrator with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(fd) The Fund Administrator agrees that it shall advise Administrator UMBFS in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator UMBFS thereto.
(e) UMBFS represents and warrants to the Administrator that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS.
(iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(f) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator.
(g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.
Appears in 5 contracts
Sources: Sub Administration Agreement (StepStone Private Equity Strategies Fund), Sub Administration Agreement (StepStone Private Equity Strategies Fund), Sub Administration Agreement (StepStone Private Credit Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Fund and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Fund and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Fund and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Fund, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 5 contracts
Sources: Transfer Agency Agreement (Bow River Capital Evergreen Fund), Transfer Agency Agreement (Bow River Capital Evergreen Fund), Transfer Agency Agreement (Archstone Alternative Solutions Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, hereunder and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 5 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Hedged Equity Income Fund: Series B3), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Hedged Equity Income Fund: Series B2), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Hedged Equity Income Fund: Series B1)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non- assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, if applicable, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized PersonsPersons (unless such authority is limited in a writing from the Fund and received by Transfer Agent).
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end management investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale in any public offering. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board, the administrator of the Fund (the “Administrator”) and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to (as applicable to the specific parties) compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating related to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board, the Administrator and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 4 contracts
Sources: Transfer Agency Agreement (StepStone Private Equity Strategies Fund), Transfer Agency Agreement (StepStone Private Equity Strategies Fund), Transfer Agency Agreement (StepStone Private Credit Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, hereunder and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 4 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Total Return Income Fund: Series B3), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Total Return Income Fund: Series B2), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Annual Hedged Equity & Income Fund: Series B1)
Representations and Deliveries. (a) The On or prior to the Effective Date of this Agreement, the Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete a copy of the Operating Agreement Fund’s Organizational Documents and all amendments thereto, certified by an Authorized Person;
(2) Copies copies of the Fund’s offering documentsRegistration Statement, as of the date of this AgreementEffective Date, together with any subscription documents, if anyexemptive orders obtained by the Fund;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All all other documents, records records, and information that Administrator may reasonably request in order for Administrator to perform the Services hereunderServices.
(b) The Fund represents and warrants to Administrator that:
(1) It it is a statutory trust duly organized and existing under the laws of the State its state of Delawareformation, as set forth on Schedule A; it is empowered under applicable laws and by its Operating Agreement Organizational Documents to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.;
(2) Any officer of it is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.1940 Act;
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in a Registration Statement under the 1933 Act was effective before the Fund publicly offered its Shares (and will remain effective during such period as the Fund is publicly offering Shares for sale), and appropriate state securities laws filings have been made before Shares were issued in any jurisdiction (and such filings will continue to be made with respect to Shares being offered for transactions not involving any public offering.sale); and
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It it is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule rule, regulation, order order, or judgment binding on it and no provision of its Operating Agreement Organizational Documents, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have the ongoing obligation use reasonable efforts to cause its officers and trustees (and shall use its best efforts to cause its Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor, and other service providers and agents, past or present) to cooperate with Administrator and to provide Administrator with such information, documents, and communications relating to the following Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information, or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Fund or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative, or employee of the Fund, Investment Adviser, Authorized Person, or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund (including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus). Administrator’s The Services hereunder shall do not relieve the Manager and Board or the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will Services; (2) promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund; and (3) provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of three (3) Business Days after: (i) receipt of any reports rendered by Administrator to the Fund; (ii) discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall (1) advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that in the Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, hereunder and shall (2) proceed with such change only if it shall have has received the written consent of Administrator theretothereto (which consent shall not be unreasonably withheld).
(g) Administrator represents and warrants to the Fund that it:
(i) is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement (and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement);
(ii) is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order, or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator;
(iii) shall (A) maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information and (B) provide supplemental information concerning its cybersecurity systems, policies and procedures and the aspects of its disaster recovery and business continuity plan that are relevant to the Services upon the Fund’s reasonable request; and
(iv) has and will continue to have access to the necessary facilities, equipment, and personnel to perform its duties and obligations hereunder in accordance with industry standards.
(h) Administrator shall: (i) act as liaison with the Fund’s independent public accountants; (ii) provide account analyses, fiscal year summaries, and other audit-related schedules; and (iii) take all reasonable action in the performance of its duties hereunder to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) Administrator shall comply (and to the extent Administrator takes or is required to take action on behalf of a Fund hereunder, shall cause the Fund to comply) with all applicable law, as well policies and procedures adopted by the Fund. Except as set forth in this Agreement, Administrator assumes no responsibility for such compliance by a Fund. Administrator shall maintain a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services. Administrator shall provide copies of such policies and procedures to the Fund, along with a written certification that such policies and procedures are reasonably designed to prevent violation of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) for review by the Fund and the Board prior to the execution of this Agreement, annually, upon material amendment, and at such other times as may be reasonably requested by the Fund.
Appears in 3 contracts
Sources: Administration and Fund Accounting Agreement (Harrison Street Real Estate Fund LLC), Administration and Fund Accounting Agreement (Versus Capital Infrastructure Income Fund), Administration and Fund Accounting Agreement (Versus Capital Real Assets Fund LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Funds or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which that relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with implement such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.
Appears in 3 contracts
Sources: Administration and Fund Accounting Agreement (Hamilton Lane Venture Capital & Growth Fund), Administration and Fund Accounting Agreement (Hamilton Lane Private Secondary Fund), Administration and Fund Accounting Agreement (Hamilton Lane Private Infrastructure Fund)
Representations and Deliveries. (a) The On or prior to the Effective Date of this Agreement, the Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete a copy of the Operating Agreement Fund’s Organizational Documents and all amendments thereto, certified by an Authorized Person;
(2) Copies copies of the Fund’s offering documentsRegistration Statement, as of the date of this AgreementEffective Date, together with any subscription documents, if anyexemptive orders obtained by the Fund;
(3) A a certificate signed by the President and Secretary of the Fund specifying (A) the number of authorized Shares and the number of such authorized Shares issued and currently outstanding (if any); (B) the validity of the authorized and outstanding Shares and whether such Shares are fully paid and non-assessable; and (C) the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) a certified copy of the Resolutions appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) a certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) All prior written notice of any decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares pursuant to stock dividends, stock splits, recapitalizations, capital adjustments, or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports, and legal opinions as it may reasonably request;
(7) all other documents, records records, and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunderServices; and
(8) a certificate as of the Effective Date, certifying that, to the knowledge of the Fund: (1) the Fund and all Shareholder accounts are in balance and all accounts reconciled and current as of the Effective Date; (2) there are no outstanding issues relating to transfer agent activities and Shareholder and Fund recordkeeping (including those related to Shareholder accounts and transaction activity); and, (3) there are no existing or potential claims, litigation, or demands by Shareholders or others relating to the Fund or its officers or Trustees, except as disclosed in writing and dated as of the Effective Date.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It it is a statutory trust duly organized and existing under the laws of the State its state of Delawareformation, as set forth on Schedule A; it is empowered under applicable laws and by its Operating Agreement Organizational Documents to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.;
(2) Any any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.;
(3) The Fund it is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.1940 Act;
(4) The person signing this Agreement represents a Registration Statement under the 1933 Act was effective before the Fund publicly offered its Shares (and warrants he/she will remain effective during such period as the Fund is duly authorized publicly offering Shares for sale), and appropriate state securities laws filings have been made before Shares were issued in any jurisdiction (and such filings will continue to execute this Agreement on behalf of the Fund.be made with respect to Shares being offered for sale);
(5) It all outstanding Shares are validly issued, fully paid, and non-assessable (and when Shares are hereafter issued in accordance with the terms of the Fund’s Organizational Documents and Prospectus, such Shares shall be validly issued, fully paid, and non-assessable); and
(6) it is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule rule, regulation, order order, or judgment binding on it and no provision of its Operating Agreement Organizational Documents, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have received any Prospectus filed with the Commission and publicly available on the Commission’s ▇▇▇▇▇ filing system written notice to the Transfer Agent from the Fund of any information contained in any such offering document until a reasonable time after it is actually received by Administratorfiling.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund (including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus). Administrator’s The Services hereunder shall do not relieve the Manager and Board or the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will Transfer Agent will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will Services; (2) promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund; and (3) provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund shall take (or cause to be taken) all requisite steps to qualify the Shares for sale in all states in which the Shares shall be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, (or of any stop order or other proceeding under the federal securities laws laws) affecting such qualification or the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall (1) advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that in the Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, Transfer Agent hereunder and shall (2) proceed with such change only if it shall have has received the written consent of Administrator theretoTransfer Agent thereto (which consent shall not be unreasonably withheld).
Appears in 3 contracts
Sources: Transfer Agency Agreement (Harrison Street Real Estate Fund LLC), Transfer Agency Agreement (Versus Capital Real Assets Fund LLC), Transfer Agency Agreement (Versus Capital Infrastructure Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto;
(2) Copies A certificate signed by the Chief Financial Officer and Secretary of the Fund’s offering documents, as Fund specifying the number of authorized Shares and the date number of this Agreement, together with any subscription documentssuch authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(3) A certified copy of the resolutions of the Board authorizing the appointment of Transfer Agent and the execution of this Agreement on behalf of the Fund; and
(4) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Fund and designate the names of the Fund’s initial Authorized Persons.
(45) A certificate as of August 2, 2013 certifying that all Shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Fund recordkeeping, including those related to Shareholder accounts and transaction activity; and, (2) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Fund or its officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement.
(6) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the Fund’s expense.
(57) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Each Fund represents and warrants to Administrator Transfer Agent that:
(1) It Except as otherwise noted on Schedule A, it is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority (unless such authority is limited in a writing from the Fund and received by Transfer Agent) to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act is currently effective and warrants he/she is duly authorized will remain effective, and appropriate state securities law filings have been made and will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s offering documents, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all material regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any material contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(7) All shareholder tax reporting has been completed timely and accurately, including the distribution of any applicable tax forms for the most recently completed tax year.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anydocuments as soon as they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsoffering documents. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its in the Fund’s offering documents, if any, or Operating Agreement or adopt any policies that documents which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 3 contracts
Sources: Transfer Agency Agreement (AIP Alternative Lending Fund A), Transfer Agency Agreement (AIP Alternative Lending Fund P), Transfer Agency Agreement (Morgan Stanley Global Long/Short Fund P)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior to (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with implement such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 3 contracts
Sources: Transfer Agency Agreement (Hamilton Lane Venture Capital & Growth Fund), Transfer Agency Agreement (Hamilton Lane Private Secondary Fund), Transfer Agency Agreement (Hamilton Lane Private Infrastructure Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory business trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 3 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Aether Infrastructure & Natural Resources Fund), Administration, Fund Accounting and Recordkeeping Agreement (Felicitas Private Markets Fund), Administration, Fund Accounting and Recordkeeping Agreement (Felicitas Private Markets Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Funds or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 2 contracts
Sources: Administration and Fund Accounting Agreement (Thirdline Real Estate Income Fund), Administration and Fund Accounting Agreement (Destra Multi-Alternative Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in MilwaukeeOgden, Wisconsin Utah and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 2 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (JHW Pan Asia Strategies Fund, LLC), Administration, Fund Accounting and Recordkeeping Agreement (JHW Pan Asia Strategies TE Fund, LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in MilwaukeeOgden, Wisconsin Utah and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator. Administrator shall not be required to pay any Blue Sky fees or take any related Blue Sky actions unless and until it has received the amount of such fees from the Fund.
(d) The Manager has and Investment Adviser have and retain retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 ActSecurities Act of 1934, as amended, the 1940 Act▇▇▇▇ ▇▇▇, state ▇▇▇▇▇ securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 2 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Paramount Institutional Access Fund), Administration, Fund Accounting and Recordkeeping Agreement (Paramount Access Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by a duly authorized person of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust;
(5) A certificate containing the names of the initial Authorized Persons in a form reasonably acceptable to AdministratorTransfer Agent. Any officer of the Trust for which the Fund has not provided Transfer Agent with prior written notice that such officer is not authorized by the Board to be an authorized person shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.. The certificate required by this paragraph shall be signed by a duly authorized person of the Trust and designate the names of the Trust’s initial Authorized Persons;
(46) All Investor account records Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a format acceptable Fund pursuant to Administratorstock dividends, in Milwaukeestock splits, Wisconsin recapitalizations, capital adjustments or similar transactions, and at to deliver to Transfer Agent such documents, certificates, reports and legal opinions related thereto that the Fund’s expense.Transfer Agent may reasonably request; and
(57) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Trust for which the Fund has not provided Transfer Agent with prior written notice that such officer is not authorized by the Board to be an Authorized Person has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 2 contracts
Sources: Transfer Agency Agreement (SharesPost 100 Fund), Transfer Agency Agreement (SharesPost 100 Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Articles of Incorporation and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly Maryland corporation organized and existing under the laws of the State of DelawareMaryland; it is empowered and authorized under applicable laws and by its Operating Agreement Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund is authorized It has elected to offer and sell Interests in be treated as a business development company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Fund and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Articles of Incorporation, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Sources: Transfer Agency Agreement (Freedom Capital Corp/Md), Transfer Agency Agreement (Freedom Capital Corp/Md)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory business trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, hereunder and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 2 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Callodine Specialty Income Fund), Administration, Fund Accounting and Recordkeeping Agreement (Callodine Specialty Income Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the FundTrust’s expense.
(57) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 2 contracts
Sources: Transfer Agency Agreement, Transfer Agency Agreement (Brinker Capital Destinations Trust)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, if applicable, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized PersonsPersons (unless such authority is limited in a writing from the Fund and received by Transfer Agent).
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end management investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale in any public offering. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board, the administrator of the Fund (the “Administrator”) and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to (as applicable to the specific parties) compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating related to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board, the Administrator and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Sources: Transfer Agency Agreement (StepStone Private Markets), Transfer Agency Agreement (Conversus StepStone Private Venture & Growth Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee▇▇▇▇▇, Wisconsin Delaware and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware_________________; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 2 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Center Coast Core MLP Fund I, LLC), Administration, Fund Accounting and Recordkeeping Agreement (Center Coast Core MLP Fund II, LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement Governing Documents and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Governing Documents to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(54) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement Governing Documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement Governing Documents made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager Board [and Investment Adviser Adviser] have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement Governing Documents or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement Governing Documents or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 2 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Cliffwater Enhanced Lending Fund), Administration, Fund Accounting and Recordkeeping Agreement (Cliffwater Corporate Lending Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format reasonably acceptable to Administrator, in Milwaukee, Wisconsin Administrator and at the Fund’s expense.
(5) All other documents, records and information reasonably available to the Fund or the Manager that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited partnership duly organized and existing under the laws of the State of Delawarejurisdiction listed on Appendix A; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(53) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Interests shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) early as practicable to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that the Fund knows, or reasonably should have known, would materially increase or alter the duties and obligations of Administrator hereunder, and shall not proceed with such change only if it shall have has received notice from the written consent of Administrator theretothat Administrator cannot perform the proposed changes to its duties and obligations hereunder and/or that additional fees are warranted.
Appears in 2 contracts
Sources: Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Fund VI Advisory LP), Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Fund VI LP)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to the Administrator:
(1) A true and complete copy of the Operating Trust Agreement and all amendments thereto;
(2) Copies of the FundTrust’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.; and
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that the Administrator may reasonably request from time to time in order for Administrator to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Trust Agreement to enter into and perform this Agreement; this Agreement has been duly executed by an authorized representative of the Trust; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions that may be necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the FundTrust.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund Trust is authorized to offer and sell Interests Shares in the Fund in reliance on exemptions provided in Trust pursuant to registration of the Shares under the 1933 Act and applicable state securities laws for transactions not involving any public offeringlaws.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Trust Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund Trust shall have the ongoing obligation to provide Administrator with the following documents as soon as within a reasonable amount of time after they become effective: (i) certified copies of all amendments to its Operating Trust Agreement made after the date of this Agreement; and, (ii) a copy of the FundTrust’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator, which in any event shall be no longer than two (2) Business Days from the date of receipt.
(d) The Manager Sponsor has and Investment Adviser have and retain retains primary responsibility for all compliance matters relating to the FundTrust, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amendedamended (the “Code”), the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund Trust relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsTrust Agreement. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser Sponsor of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it Administrator has agreed to provide hereunderfor the Trust hereunder (such as checking persons submitting Subscription Agreements against the OFAC list as is required under the USA PATRIOT Act of 2001), Administrator will be responsible for complying with such statutes and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. Further, the Sponsor may delegate any responsibilities for compliance matters to other parties as it may deem fit.
(e) The Trust agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Shares shall at the time be offered for sale. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to Administrator.
(f) The Fund Trust agrees that it shall advise Administrator in writing at least thirty ten (3010) days Business Days prior (orto effecting any material change, if thirty days is not practicablewhich shall be determined by the Sponsor in its sole discretion, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Trust Agreement or adopt adopting any policies that that, in each case, would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Administration and Trust Accounting Agreement (wShares Bitcoin Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-Laws and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All relevant Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-Laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust or By-Laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement By-Laws made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager Board and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance program and accompanying procedures.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement By-Laws or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent consent, which shall not be unreasonably withheld, of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Monachil Credit Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State state of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Fund or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including including, but not limited to to, compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund;
(ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or
(iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to in its offering documents, if any, or Operating Agreement or adopt any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Wildermuth Endowment Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Trust;
(2ii) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During The Trust shall cause the term of this Agreement Trust’s officers and trustees, and shall use reasonable efforts to cause the Fund shall have the ongoing obligation Trust’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following documents Funds and the Trust as soon necessary and/or appropriate or as they become effective: (i) certified copies of all amendments reasonably requested by Administrator, in order to its Operating Agreement made after enable Administrator to perform the date of this Agreement; and, (ii) a copy Services. In connection with the performance of the Fund’s currently effective offering documentsServices, if anyAdministrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. For purposes Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of this Agreement, the Trust. Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Trust.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Administrator shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice The Trust will notify Administrator of any stop order discrepancy between Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund Trust agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Trust that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply with all applicable law. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-l under the 1▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (SharesPost 100 Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorUMBFS:
(1) A true and complete a copy of the Operating Agreement Declaration of Trust and By-Laws and all amendments thereto;
(2) Copies copies of the Fund’s offering documentsRegistration Statement, as of the date of this AgreementEffective Date, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A a certificate signed by the President and Secretary of the Fund specifying (A) the number of authorized Shares and the number of such authorized Shares issued and currently outstanding (if any); (B) the validity of the authorized and outstanding Shares and whether such Shares are fully paid and non-assessable; and (C) the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) a certified copy of the Resolutions appointing UMBFS and authorizing the execution of this Agreement;
(5) a certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorUMBFS. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorUMBFS) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator UMBFS the names of the Authorized Persons from time to time.Persons;
(46) All Investor account records prior written notice of any increase or decrease in a format acceptable the total number of Shares authorized to Administratorbe issued, in Milwaukeeor the issuance of any additional Shares pursuant to stock dividends, Wisconsin stock splits, recapitalizations, capital adjustments, or similar transactions, and at the Fund’s expense.to deliver to UMBFS such documents, certificates, reports, and legal opinions as it may reasonably request; and
(57) All all other documents, records records, and information that Administrator UMBFS may reasonably request in order for Administrator UMBFS to perform the Services hereunderServices.
(b) The Fund represents and warrants to Administrator UMBFS that:
(1) It it is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws Applicable Law and by its Operating Agreement Declaration of Trust and By-Laws to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.;
(2) Any any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator UMBFS the names of such Authorized Persons.;
(3) The Fund it is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.1940 Act;
(4) The person signing this Agreement represents a Registration Statement under the 1933 Act will be effective before the Fund will issue Shares (and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to execute this Agreement on behalf of the Fund.be made with respect to Shares being offered for sale);
(5) It all outstanding Shares are validly issued, fully paid, and non-assessable (and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid, and non-assessable); and
(6) it is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, Applicable Law and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule rule, regulation, order order, or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-Laws, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund shall have the ongoing obligation to provide Administrator UMBFS with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator UMBFS shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by Administratorreceived.
(d) The Manager Board and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund (including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus). Administrator’s The Services hereunder shall do not relieve the Manager and Board or the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will UMBFS will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will Services; (2) promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund; and (3) provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund shall take (or cause to be taken) all requisite steps to qualify the Shares for sale in all states in which the Shares shall be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, (or of any stop order or other proceeding under the federal securities laws laws) affecting the qualification or the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorUMBFS.
(f) The Fund agrees that it shall (1) advise Administrator UMBFS in writing at least thirty (30) 30 days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement in the Prospectus or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, UMBFS hereunder and shall (2) proceed with any such change only if it shall have has received the written consent of Administrator UMBFS thereto.
Appears in 1 contract
Sources: Transfer Agency Agreement (Pursuit Asset-Based Income Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) All Investor account records Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a format acceptable Fund pursuant to Administratorstock dividends, in Milwaukeestock splits, Wisconsin recapitalizations, capital adjustments or similar transactions, and at the Fund’s expenseto deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(57) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares (other than Shares issued in exchange for nominal seed capital) and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 1 contract
Representations and Deliveries. (a) The Fund fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto;, certified by a duly authorized person of the Fund:
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if any;applications filed in connection therewith:
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State state of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; : and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons▇▇▇▇ ▇▇▇.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such flings will continue to be made with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; : there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust. By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services. Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by EXECUTION COPY a representative of all amendments the Fund or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund. Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including including, but not limited to to, compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to in its offering documents, if any, or Operating Agreement or adopt any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto, which consent shall not be unreasonably withheld.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the state of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator. EXECUTION COPY
(iii) Administrator shall maintain a disaster recover) and business continuity plan, a data security program and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request. Administrator shall provide supplemental information concerning the aspects of its data security program, disaster recovery and business continuity plan that are relevant to the Services.
(iv) Administrator has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by the Fund. The Administrator shall maintain at all limes a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Wildermuth Endowment Strategy Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the FundTrust’s expense.
(57) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes statutes, rules and regulations insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld (it being agreed that, without limitation, Transfer Agent’s refusal to provide consent with respect to any change which would materially increase the Services provided hereunder will not be considered unreasonably withheld).
Appears in 1 contract
Sources: Transfer Agency Agreement (Fiera Capital Series Trust)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has any officer of the Fund shall have the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format reasonably acceptable to Administrator, in Milwaukee, Wisconsin Administrator and at the Fund’s expense.
(5) All other documents, records and information reasonably available to the Fund or the Board that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests Shares in the Fund in reliance on exemptions provided in and such Shares will be registered under the 1933 Act and any state securities laws for transactions not involving any public offeringapplicable to the offering of the Shares.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(53) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as reasonably practicable after they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager Fund and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 ActSecurities Exchange Act of 1934, state as amended, the ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting subscription documents against the Office of Foreign Assets Control ("OFAC") sanctions list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager Fund and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Shares shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) early as practicable to affecting any material change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that the Fund knows, or reasonably should have known, would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with not rely on Administrator to implement such change only if it shall has received notice from the Administrator that Administrator cannot perform the proposed changes to its duties and obligations hereunder and/or that additional fees that have received not been agreed to by the written consent of Administrator theretoFund are warranted.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: :
(i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, ,
(ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (AFA Multi-Manager Credit Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to Sub-Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2ii) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3iii) A certificate containing list of each jurisdiction for which the names Funds are eligible for sale as of the initial Authorized Persons in a form acceptable to Administratordate of this Agreement. Any officer The Trust hereby certifies the accuracy of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.list; and
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iv) All other documents, records and information that Sub-Administrator may reasonably request in order for Sub-Administrator to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as an open-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During The Trust shall cause the term of this Agreement the Fund shall have the ongoing obligation Trust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Sub-Administrator and to provide Sub-Administrator with such information, documents and communications relating to the following documents Funds and the Trust as soon necessary and/or appropriate or as they become effective: (i) certified copies of all amendments requested by Sub-Administrator, in order to its Operating Agreement made after enable Sub-Administrator to perform the date of this Agreement; and, (ii) a copy Services. Fees charged by the parties in the preceding sentence shall be an expense of the Fund’s currently effective offering documents, if anyTrust. For purposes of this Agreement, Sub-Administrator shall not be deemed held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Trust, Administrator, Investment Adviser or service provider until receipt of written notice thereof from the Trust or Administrator. In connection with the performance of the Services, Sub-Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information contained in or documents provided to Sub-Administrator by a representative of the Funds or by any such offering of the aforementioned persons. Sub-Administrator shall be entitled to rely on any document until a reasonable time after that it is actually received reasonably believes to be genuine and to have been signed or presented by Administratorthe proper party.
(d) The Manager Board, Administrator and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Sub-Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board, Administrator and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Sub-Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Sub-Administrator shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice The Trust or its delegate will notify Sub-Administrator of any stop order discrepancy between Sub-Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Sub-Administrator to the Trust; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund Trust agrees that it shall advise Sub-Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Sub-Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Sub-Administrator thereto.
(g) Sub-Administrator represents and warrants to the Trust and Administrator that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(iii) Sub-Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Sub-Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) Sub-Administrator shall exercise reasonable care in the performance of the Services.
Appears in 1 contract
Sources: Sub Administration and Fund Accounting Agreement (Burnham Investors Trust)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format reasonably acceptable to Administrator, in Milwaukee, Wisconsin Administrator and at the Fund’s expense.
(5) All other documents, records and information reasonably available to the Fund or the Manager that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited partnership duly organized and existing under the laws of the State of Delawarejurisdiction listed on Appendix A; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(53) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Interests shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) early as practicable to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that the Fund knows, or reasonably should have known, would materially increase or alter the duties and obligations of Administrator hereunder, and shall not proceed with such change only if it shall have has received notice from the written consent of Administrator theretothat Administrator cannot perform the proposed changes to its duties and obligations hereunder and/or that additional fees are warranted.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, Securities Exchange Act of 1934, as amended, the 1940 Act▇▇▇▇ ▇▇▇, state ▇▇▇▇▇ securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Offering Documents, Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Corbin Multi-Strategy Fund, LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Funds or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which that relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with implement such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Hamilton Lane Private Assets Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in accordance with the 1933 Act and state securities laws for transactions not involving any public offeringlaws.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager Fund and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager Fund and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt adopting any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Transfer Agent Agreement (Pennant 504 Fund)
Representations and Deliveries. (a) The Fund Administrator and the Corporation shall deliver or cause the following documents to be delivered to Sub-Administrator:
(1i) A true and complete copy of the Operating Agreement Articles of Incorporation and By-laws and all amendments thereto, certified by the Secretary of the Corporation;
(2ii) Copies of the FundCorporation’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3iii) A certificate containing list of each jurisdiction for which the names Funds are eligible for sale as of the initial Authorized Persons in a form acceptable to Administratordate of this Agreement. Any officer The Corporation hereby certifies the accuracy of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.list; and
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iv) All other documents, records and information that Sub-Administrator may reasonably request in order for Sub-Administrator to perform the Services hereunder.
(b) The Fund Administrator, on behalf of the Corporation represents and warrants to Sub-Administrator that:
(1i) It The Corporation is a statutory trust corporation duly organized and existing under the laws of the State of DelawareMaryland; it is empowered under applicable laws and by its Operating Agreement Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer The Corporation is duly registered as an open-end investment company under the 1940 Act.
(iii) A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Fund Funds being offered for sale.
(iv) The Corporation will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Articles of Incorporation, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) Administrator shall cause the authority to appoint additional Authorized PersonsCorporation’s officers, directors, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to limit cooperate with Sub-Administrator and to provide Sub-Administrator with such information, documents and communications relating to the Funds and the Corporation as necessary and/or appropriate or revoke as requested by Sub-Administrator, in order to enable Sub-Administrator to perform the Services. In connection with the performance of the Services, Sub-Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Sub-Administrator by a representative of the Funds or by any of the aforementioned persons. Sub-Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. Sub-Administrator shall not be held to have notice of any change of authority of any previously designated Authorized Persondirector, and to certify to Administrator officer, agent, representative or employee of Administrator, the names Corporation, Investment Adviser or service provider until receipt of such Authorized Personswritten notice thereof from Administrator.
(3d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Corporation and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund is authorized relating to offer and sell Interests the portfolio investments as set forth in the Fund in reliance Prospectus. Sub-Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Sub-Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify Administrator if it becomes aware of any material non-compliance which relates to the Corporation. The Sub-Administrator shall provide the Administrator with quarterly and annual certifications (on exemptions provided in a calendar basis) with respect to the 1933 Act design and state securities laws for transactions not involving any public offeringoperational effectiveness of its compliance and procedures.
(4e) The person signing this Agreement Administrator and the Sub-Administrator will notify each other of any discrepancy, including, but not limited to, failing to account for a security position in a Fund’s portfolio upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by it to the other; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy.
(f) Administrator agrees that it shall advise Sub-Administrator in writing at least thirty (30) days prior to the Corporation affecting any change in any Prospectus which would increase or alter the duties and obligations of Sub-Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Sub-Administrator thereto.
(g) Sub-Administrator represents and warrants he/she to Administrator that:
(i) It is a corporation duly authorized to execute this Agreement on behalf organized and existing under the laws of the FundState of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(5ii) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(ciii) During the term of this Agreement the Fund Sub-Administrator shall have the ongoing obligation maintain disaster recovery, cybersecurity and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to carry out its Operating Agreement made after the date of obligations under this Agreement; and. Upon Administrator’s reasonable request, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Sub-Administrator shall not be deemed provide supplemental information concerning the aspects of its disaster recovery, cybersecurity and business continuity plan that are relevant to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administratorthe Services.
(div) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to Sub-Administrator shall exercise reasonable care in the Fund, including but not limited to compliance with all applicable provisions performance of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the FundServices.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Sub Administration Agreement (Lee Financial Mutual Fund, Inc.)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Destiny Alternative Fund LLC)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the FundTrust’s expense.
(57) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(c) Transfer Agent will provide to the Trust, in connection with its appointment hereunder, and annually thereafter, a report on its controls under Rule 17Ad-13 of the 1934 Act as well as such certifications of compliance as may be reasonably requested by the Trust from time to time.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of It is duly registered as an open-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents All outstanding Shares are validly issued, fully paid and warrants he/she is duly authorized to execute this Agreement on behalf non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(5) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time three (b) business days after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in MilwaukeeOgden, Wisconsin Utah and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of DelawareMaryland; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Infinity Core Alternative Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the FundTrust’s expense.
(57) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory Statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in accordance with the 1933 Act and state securities laws for transactions not involving any public offeringlaws.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager Fund and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager Fund and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt adopting any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Transfer Agent Agreement (Bluestone Community Development Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Funds or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will use its best efforts to notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall will advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (ABS Global Equity Long/Short RIC)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyamendments or applications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and shall designate the names of the Trust’s initial Authorized Persons.
(46) A certificate as of the date of conversion certifying that the Funds and all Shareholder accounts are in balance and all accounts are reconciled and current as of the date of this Agreement, and: (a) there are no outstanding issues relating to transfer agent activities and Shareholder and Trust recordkeeping, including those related to Shareholder accounts and transaction activity; and (b) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement.
(7) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the FundTrust’s expense.
(58) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(9) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal trust proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act is currently effective and warrants he/she is duly authorized will remain effective, and appropriate state securities law filings have been made and will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(7) All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 2019 and [2020] tax years.
(c) During the term of this Agreement Agreement, the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the each Fund’s currently effective offering documents, if anyProspectus upon filing of such Prospectus pursuant to Rule 497 under the 1933 Act. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Trust has and Investment Adviser have and retain retains primary responsibility for all compliance matters relating to the FundTrust and the Funds, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager and the Investment Adviser Trust of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance noncompliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall use best efforts to advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 1 contract
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) All Investor account records Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a format acceptable Fund pursuant to Administratorstock dividends, in Milwaukeestock splits, Wisconsin recapitalizations, capital adjustments or similar transactions, and at the Fund’s expenseto deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(57) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory business trust duly organized and existing under the laws of the State Commonwealth of DelawareMassachusetts; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Trust and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Trust and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which shall not be unreasonably withheld provided that any change in Services, or additional Services provided, will be as agreed to by the Parties in writing.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 , the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, or if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Infinity Long/Short Equity Fund, LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(43) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(54) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust an exempted company duly organized and existing under the laws of the State of DelawareCayman Islands; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act, the 1940 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) effective certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsAgreements. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Interests shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) The Fund hereby certifies that it has undertaken (or will undertake in a timely manner) all filings and other actions necessary to permit the Fund to lawfully offer and sell Interests in the Fund under the laws of the Cayman Islands.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;; EXECUTION COPY
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.. EXECUTION COPY
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Relative Value Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Fund and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Fund and designate the names of the Fund’s initial Authorized Persons;
(6) A certificate as of the date of conversion certifying that the Fund, and all Shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Fund recordkeeping, including those related to Shareholder accounts and transaction activity; and, (2) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Fund or its officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement.
(47) All Investor account records Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a format acceptable Fund pursuant to Administratorstock dividends, in Milwaukeestock splits, Wisconsin recapitalizations, capital adjustments or similar transactions, and at the Fund’s expense.to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(5) 8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Fund and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer The Board of Trustees of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will publicly offer Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are publicly offered in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (Forum Real Estate Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-Laws and all amendments thereto;
(2) Copies of the Fund’s offering documents's Offering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All relevant Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expenserecords.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust or By-Laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with v.ith the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement By-Laws made after the date of this Agreement; and, (ii) a copy of the Fund’s 's currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager Board and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s 's Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance program and accompanying procedures.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement By-Laws or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent consent, which shall not be unreasonably withheld, of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (FlowStone Opportunity Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in MilwaukeeOgden, Wisconsin Utah and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust an exempted company duly organized and existing under the laws of the State of DelawareCayman Islands; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act, the 1940 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Interests shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) The Fund hereby certifies that it has undertaken (or will undertake in a timely manner) all filings and other actions necessary to permit the Fund to lawfully offer and sell Interests in the Fund under the laws of the Cayman Islands.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2ii) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer It is duly registered as an open-end investment company under the 1940 Act.
(iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares (other than Shares issued in exchange for nominal seed capital, and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued and such filings will continue to be made, with respect to Shares of the Fund Funds being offered for sale.
(iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) The Trust shall cause the authority to appoint additional Authorized PersonsTrust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to limit cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as reasonably necessary and/or appropriate or revoke as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Trust. Administrator shall not be held to have notice of any change of authority of any previously designated Authorized Persontrustee, and to certify to Administrator officer, agent, representative or employee of the names Trust, Investment Adviser or service provider until receipt of such Authorized Personswritten notice thereof from the Trust.
(3d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Trust and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund is authorized relating to offer and sell Interests the portfolio investments as set forth in the Fund in reliance Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any material non-compliance which relates to the Trust. The Administrator shall provide the Trust with quarterly and annual certifications (on exemptions provided in a calendar basis) with respect to the 1933 Act design and state securities laws for transactions not involving any public offeringoperational effectiveness of its compliance and procedures.
(4e) The person signing this Agreement Trust or its delegate will notify Administrator of any discrepancy between Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy.
(f) The Trust agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants he/she to the Trust that:
(i) It is a corporation duly authorized to execute this Agreement on behalf organized and existing under the laws of the FundState of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(5ii) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(ciii) During Administrator will provide office space, facilities, equipment and personnel sufficient to carry out the term of this Agreement the Fund Services and shall have the ongoing obligation maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to carry out its Operating Agreement made after the date of obligations under this Agreement; and, (ii) a copy of . Upon the FundTrust’s currently effective offering documents, if any. For purposes of this Agreementreasonable request, Administrator shall not be deemed provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administratorthe Services.
(div) The Manager Administrator shall exercise reasonable care and Investment Adviser have and retain primary responsibility for all compliance matters relating to shall act in good faith in the Fund, including but not limited to compliance with all applicable provisions performance of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the FundServices.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Gottex Trust)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory business trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Optima Dynamic Alternatives Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Fund and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non- assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory business trust duly organized and existing under the laws of the State Commonwealth of DelawareMassachusetts; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund The Board has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld provided that any change in Services, or additional Services provided, will be as agreed to by the Parties in writing.
Appears in 1 contract
Sources: Transfer Agency Agreement (Jackson Real Assets Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇Sar▇▇▇▇▇-▇▇▇▇▇ Act ▇▇t of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Interests shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Ramius IDF LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (361 Social Infrastructure Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin Administrator and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust an exempted company duly organized and existing under the laws of the State of DelawareCayman Islands; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act, the 1940 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Interests shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) The Fund hereby certifies that it has undertaken (or will undertake in a timely manner) all filings and other actions necessary to permit the Fund to lawfully offer and sell Interests in the Fund under the laws of the Cayman Islands.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust II)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with the current form of any subscription documentsagreement, if anyor application;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.;
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.; and
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and laws, by its Operating Agreement and by the actions of its Trustees, taken collectively, to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The When the Fund’s Registration Statement of Form N-2 is declared effective, the Fund is will be authorized to offer and sell Interests in the Fund in reliance on exemptions provided in accordance with any applicable requirements of the 1933 Act and state securities laws for transactions not involving any public offeringlaws.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser the Fund’s chief compliance officer have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting subscription agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser Fund’s chief compliance officer of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If Fund Instructions
(i) The Fund shall cause the Fund receives Investment Adviser, the prime broker(s) and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund, to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by an Authorized Person. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any stop order or other proceeding in any such state affecting the sale change of Interests, or authority of any stop order or other proceeding under the federal securities laws affecting the sale Authorized Person until receipt of Interests, the Fund will give prompt written notice thereof to Administratorfrom the Fund.
(fii) The Fund shall provide Administrator with an updated certificate evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund.
(iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing.
(iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek Instructions from the Fund’s service providers for the Fund at the expense of the Fund, or Administrator’s own legal counsel at its own expense, and it shall advise Administrator not be liable for any action taken or not taken by it in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed good faith in accordance with such change only if it shall have received the written consent instructions or in accordance with advice of Administrator theretocounsel.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Funds or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administrator.receipt of written notice thereof from the Fund. EXECUTION COPY
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator. EXECUTION COPY
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Destra International & Event-Driven Credit Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete a copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies copies of the Fund’s offering documentsRegistration Statement, as of the date of this AgreementEffective Date, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A a certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) a certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) a certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) All prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares pursuant to stock dividends, stock splits, recapitalizations, capital adjustments, or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports, and legal opinions as it may reasonably request; and
(7) all other documents, records records, and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It it is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform the Services contemplated in this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.;
(2) Any any officer of the Fund has the authority to appoint additional Authorized PersonsPersons (unless such authority is limited in a writing from the Fund and received by Transfer Agent), to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.;
(3) The Fund it is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.1940 Act;
(4) The person signing this Agreement represents a Registration Statement under the 1933 Act will be effective before the Fund will issue Shares in a public offering and warrants he/she will remain effective during such period as the Fund is duly authorized to execute this Agreement on behalf of the Fund.offering Shares for sale in a public offering;
(5) It appropriate state securities laws filings will be made before Shares are issued in any jurisdiction, and such filings will continue to be made with respect to Shares of the Fund being offered for sale;
(6) all outstanding Shares are validly issued, fully paid, and non-assessable (and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid, and non-assessable); and
(7) it is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all material regulatory approvals necessary to carry on its business as now conducted; , and there is no statute, rule rule, regulation, order order, or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws, or any material contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement hereof, the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of its Prospectus as soon as they become it becomes effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund shall take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, Transfer Agent hereunder and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (MA Specialty Credit Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (Thirdline Real Estate Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (Palmer Square Opportunistic Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Fund and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non- assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory business trust duly organized and existing under the laws of the State Commonwealth of DelawareMassachusetts; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund The Board has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld provided that any change in Services, or additional Services provided, will be as agreed to by the Parties in writing.
Appears in 1 contract
Sources: Transfer Agency Agreement (Jackson Real Assets Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement and all amendments thereto, certified by a duly authorized person of the Fund;
(2) Copies A copy of the Fund’s offering documentsPPM, current as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate signed by the Chief Executive Officer and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non- assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, if applicable, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its the Operating Agreement to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized PersonsPersons (unless such authority is limited in a writing from the Fund and received by Transfer Agent).
(3) The Fund is authorized a closed-end management investment company under the 1940 Act, and intends to offer elect to be treated for federal income tax purposes, and sell Interests in intends to qualify annually thereafter, as a regulated investment company under the Fund in reliance on exemptions provided in Internal Revenue Code of 1986, as amended (the 1933 Act and state securities laws for transactions not involving any public offering“Code”).
(4) The person signing this Agreement represents and warrants he/she is duly authorized A Registration Statement under the 1934 Act will be filed with the SEC before the Fund will issue Shares to execute this Agreement on behalf any non-affiliate of the Fund. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale.
(5) It is conducting All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Operating Agreement, the PPM and the applicable subscription agreement(s), such Shares shall be validly issued, fully paid and non-assessable.
(6) The Fund will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anythen-current PPM as soon as practicable. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document PPM until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board, the administrator of the Fund (the “Administrator”) and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to (as applicable to the specific parties) compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amendedCode, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ SOX Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern PPM related to the Fund’s operationsportfolio investments. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board, the Administrator and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act, the Transfer Agent will provide the Fund’s Chief Compliance Officer with reasonable access to Transfer Agent’s Fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related quarterly and annual certifications with respect to the design and operational effectiveness of the Transfer Agent’s compliance and procedures and regarding any Material Compliance Matter (as defined in the 1940 Act) involving the Transfer Agent that affect or could affect the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that in the PPM which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (StepStone Private Credit Co-Investment Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Fund and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date ▇▇▇▇ of this Agreement, together with any subscription documentsapplications filed in connection therewith:
(3) A certificate signed by the President and Secretary of the fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any. the validity of the authorized and outstanding Shares, whether such Shares are fully EXECUTION COPY paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(34) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously previously- designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) All other documentsA certificate as of March 1, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws 2016. or as of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf date of the Fund.
(2) Any officer of ’s conversion if the Fund has conversion occurs prior to March 1. 2016. certifying that the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized PersonFund, and to certify to Administrator the names all Shareholder accounts, are in balance and all accounts reconciled and current as of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Fund recordkeeping, including those related to Shareholder accounts and transaction activity; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Transfer Agency Agreement (Wildermuth Endowment Strategy Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any EXECUTION COPY contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Funds or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Except as otherwise provided for herein, the Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for and maintain its own compliance with such statutes statutes, rules and regulations insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that: EXECUTION COPY
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for compliance by a Fund, except to the extent that a Fund’s noncompliance is caused by the Administrator. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Corsair Opportunity Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Funds or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which that relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with implement such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Hamilton Lane Private Assets Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the FundTrust’s expense.
(57) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement Agreement, the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer It is duly registered as a closed-end investment company under the 1940 Act.
(iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Personsbeing offered for sale.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Fund and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Fund or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with the Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by the Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (A3 Alternative Credit Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2ii) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyamendments or applications filed in connection therewith;
(3iii) A certificate containing list of each jurisdiction for which the names Funds are eligible for sale as of the initial Authorized Persons in a form acceptable to Administratordate of this Agreement. Any officer The Trust hereby certifies the accuracy of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.list; and
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iv) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator that:
(1i) It is a Delaware statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal trust proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as an open-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During The Trust shall cause the term of this Agreement the Fund shall have the ongoing obligation Trust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following documents Funds and the Trust as soon necessary and/or appropriate or as they become effective: (i) certified copies of all amendments requested by Administrator, in order to its Operating Agreement made after enable Administrator to perform the date of this Agreement; and, (ii) a copy Services. In connection with the performance of the Fund’s currently effective offering documentsServices, if anyAdministrator shall (without investigation or verification) be entitled and is hereby instructed to rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. For purposes Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of this Agreement, the Trust. Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Trust.
(d) The Manager Trust has and Investment Adviser have and retain retains primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager and the Investment Adviser Trust of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Administrator shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice The Trust will notify Administrator of any stop order discrepancy between the records of Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund Trust agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Trust that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(iii) Administrator shall maintain a disaster recovery and business continuity plan that is reasonably designed to ensure the continuity of Services during natural disasters, health or similar pandemics, computer or utility outages and similar disruption events. Administrator shall maintain an adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) Administrator shall exercise reasonable care in the performance of the Services.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (E-Valuator Funds Trust)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Funds or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Bow River Capital Evergreen Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2ii) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3iii) A certificate containing list of each jurisdiction for which the names Funds are eligible for sale as of the initial Authorized Persons in a form acceptable to Administratordate of this Agreement. Any officer The Trust hereby certifies the accuracy of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.list;
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iv) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer It is duly registered as an open-end investment company under the 1940 Act.
(iii) A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Fund Funds being offered for sale.
(iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) The Trust shall cause the authority to appoint additional Authorized PersonsTrust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to limit cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as necessary and/or appropriate or revoke as requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds (in the case of an Instruction, such Instruction must be provided by an Authorized Person) or any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Administrator shall not be held to have notice of any change of authority of any previously designated Authorized Persontrustee, and to certify to Administrator officer, agent, representative or employee of the names Trust, Investment Adviser or service provider until receipt of such Authorized Personswritten notice thereof from the Trust.
(3d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Trust and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund is authorized relating to offer and sell Interests the portfolio investments as set forth in the Fund in reliance Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any material non-compliance which relates to the Trust. The Administrator shall provide the Trust with quarterly and annual certifications (on exemptions provided in a calendar basis) with respect to the 1933 Act design and state securities laws for transactions not involving any public offeringoperational effectiveness of its compliance and procedures.
(4e) The person signing this Agreement Trust will notify Administrator of any discrepancy between Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy.
(f) The Trust agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants he/she to the Trust that:
(i) It is a corporation duly authorized to execute this Agreement on behalf organized and existing under the laws of the FundState of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(5ii) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(ciii) During the term of this Agreement the Fund Administrator shall have the ongoing obligation maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to carry out its Operating Agreement made after the date of obligations under this Agreement; and, (ii) a copy of . Upon the FundTrust’s currently effective offering documents, if any. For purposes of this Agreementreasonable request, Administrator shall not be deemed provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administratorthe Services.
(div) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to Administrator shall exercise reasonable care in the Fund, including but not limited to compliance with all applicable provisions performance of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the FundServices.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (RMB Investors Trust)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (First Trust Private Credit Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will offer Shares to the public and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus promptly after they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus, and effect any related changes to the Services, until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, ) including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (SEI Alternative Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as a closed-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have cause the ongoing obligation Fund’s officers and trustees, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a duly authorized representative of all amendments the Funds or by any of the aforementioned duly authorized persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan, a data security program, and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery, data security, and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (SKK Access Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2ii) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer It is duly registered as a closed-end management investment company under the 1940 Act.
(iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Personsbeing offered for sale.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the The Fund shall have use reasonable efforts to cause the ongoing obligation Fund’s officers and trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents as soon as they become effective: (i) certified copies provided to Administrator by a representative of all amendments the Fund or by any of the aforementioned persons. Administrator shall be entitled to its Operating Agreement made after rely on any document that it reasonably believes to be genuine and to have been signed or presented by the date of this Agreement; and, (ii) a copy proper party. Fees charged by such persons shall be an expense of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Fund.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to (as applicable to the specific parties) compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the The Fund receives notice will notify Administrator of any stop order discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with implement such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Fund that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(h) The Administrator shall act as liaison with the Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund.
(i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by the Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Alti Private Equity Access & Commitments Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2ii) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3iii) A certificate containing list of each jurisdiction for which the names Funds are eligible for sale as of the initial Authorized Persons in a form acceptable to Administratordate of this Agreement. Any officer The Trust hereby certifies the accuracy of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.list; and
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iv) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator that:
(1i) It is a statutory business trust duly organized and existing under the laws of the State of DelawareMassachusetts; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer It is duly registered as an open-end investment company under the 1940 Act.
(iii) A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Fund Funds being offered for sale.
(iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) The Trust shall cause the authority to appoint additional Authorized PersonsTrust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to limit cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as necessary and/or appropriate or revoke as requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Trust. Administrator shall not be held to have notice of any change of authority of any previously designated Authorized Persontrustee, and to certify to Administrator officer, agent, representative or employee of the names Trust, Investment Adviser or service provider until receipt of such Authorized Personswritten notice thereof from the Trust.
(3d) The Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Trust and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund is authorized relating to offer and sell Interests the portfolio investments as set forth in the Fund in reliance Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any material non-compliance which relates to the Trust. The Administrator shall provide the Trust with quarterly and annual certifications (on exemptions provided in a calendar basis) with respect to the 1933 Act design and state securities laws for transactions not involving any public offeringoperational effectiveness of its compliance and procedures.
(4e) The person signing this Agreement Trust will notify Administrator of any discrepancy between Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy.
(f) The Trust agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants he/she to the Trust that:
(i) It is a corporation duly authorized to execute this Agreement on behalf organized and existing under the laws of the FundState of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(5ii) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(ciii) During the term of this Agreement the Fund Administrator shall have the ongoing obligation maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to carry out its Operating Agreement made after the date of obligations under this Agreement; and, (ii) a copy of . Upon the FundTrust’s currently effective offering documents, if any. For purposes of this Agreementreasonable request, Administrator shall not be deemed provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administratorthe Services.
(div) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to Administrator shall exercise reasonable care in the Fund, including but not limited to compliance with all applicable provisions performance of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the FundServices.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Destra Investment Trust)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust’s initial Authorized Persons.
(46) A certificate as of November 9, 2018 or such other date that Services actually convert to UMBFS certifying that the Funds, and all Shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Trust recordkeeping, including those related to Shareholder accounts and transaction activity; and (2) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement.
(7) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the Fund’s expenseWisconsin.
(58) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(9) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act is currently effective and warrants he/she is duly authorized will remain effective, and appropriate state securities laws filings have been made and will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(7) All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 2017 tax year.
(c) During the term of this Agreement Agreement, the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund’s currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer , updates to the list of Authorized Persons and any certifications of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority list of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons reasonably requested by Administrator from time to time.
(4) All Investor account records in a format acceptable to Administrator, in MilwaukeeOgden, Wisconsin Utah and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(53) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser Management of the Fund have and retain retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and management of the Investment Adviser Fund of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting effecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt adopting any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (CPG Carlyle Fund, LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in MilwaukeeOgden, Wisconsin Utah and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act, the 1940 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager Board and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Interests shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust;
(2) Copies of the Fund’s offering documentsTrust's Registration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Trust; and
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund Trust shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund Trust and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Trust and designate the names of the Trust's initial Authorized Persons.
(46) All Investor Shareholder account records in a format acceptable to AdministratorTransfer Agent, in Milwaukee, Wisconsin and at the Fund’s Trust's expense.
(57) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request.
(8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as an open-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFunds being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and each Fund's Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund Trust shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents a copy of each Fund's currently effective Prospectus as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Transfer Agent's Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Transfer Agent shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund Trust will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund Trust agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto.
Appears in 1 contract
Sources: Transfer Agency Agreement (Community Development Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in MilwaukeeOgden, Wisconsin Utah and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of DelawareMaryland; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Infinity Core Alternative Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true True and complete copy copies of the Operating Agreement Governing Documents and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Governing Documents to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests Shares in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement Governing Documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement Governing Documents made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documentsOffering Documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager Board and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement Governing Documents or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documentsOffering Documents, if any, or Operating Agreement Governing Documents or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto, provided that the Administrator agrees that such consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Agility Multi-Asset Income Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Articles of Incorporation and Bylaws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time. The certificate required by this paragraph shall be signed by an officer of the Fund and designate the names of the Fund’s initial Authorized Persons;
(6) A certificate as of the date of this Agreement certifying that the Fund, and all Shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and: (1) there are no outstanding issues relating to transfer agent activities and Shareholder and Fund recordkeeping, including those related to Shareholder accounts and transaction activity; and, (2) there are no existing or potential claims, litigation or demands by Shareholders or others relating to the Fund or its officers or Board, except as disclosed in writing and dated as of the date of this Agreement.
(47) All Investor account records Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a format acceptable Fund pursuant to Administratorstock dividends, in Milwaukeestock splits, Wisconsin recapitalizations, capital adjustments or similar transactions, and at the Fund’s expense.to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(5) 8) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust corporation duly organized and existing under the laws of the State of DelawareMaryland; it is empowered under applicable laws and by its Operating Agreement Articles of Incorporation and Bylaws, each as amended from time to time, to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) It has elected to be regulated as a business development company under the 1940 Act.
(4) The Fund is authorized to offer and sell Interests in the Fund Shares in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents . If required by applicable law, appropriate state securities laws filings will be made within the time frame required by a particular jurisdiction and warrants he/she is duly authorized such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale as required under the laws of a particular jurisdiction.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Articles of Incorporation and the Fund’s Prospectus, such Shares will be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Articles of Incorporation, Bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time two (2) Fund Business Days after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale, to the extent such qualification is required by applicable law. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty ten (3010) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (Monroe Capital Income Plus Corp)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator SEI that:
(1i) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement operating agreements to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5ii) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating LLC Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(ciii) During None of the term Administrator, or to the Administrator’s knowledge, any Shareholder or any ultimate beneficial owner of this Agreement Shares, is a designated national and/or blocked person as identified on the Fund Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇.▇▇▇▇) or any other relevant regulatory or law enforcement agencies, as applicable to the Administrator.
(b) The Administrator shall have the ongoing obligation use its commercially reasonable efforts to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of cause the Fund’s currently effective offering documentsofficers and Board members, if anyand shall use its commercially reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with SEI and to provide SEI with such information, documents and communications relating to the Fund and the Administrator (collectively, “Fund Data”) as necessary and/or appropriate or as reasonably requested by SEI, in order to enable SEI to perform the Services. For purposes In connection with the performance of this Agreementthe Services, SEI shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information, Fund Data or documents provided to SEI by a representative of the Administrator or by any of the aforementioned persons. SEI shall be entitled to rely on any document or Fund Data that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. SEI shall not be deemed held to have notice of any information contained in change of authority of any such offering document Board member, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until a reasonable time after it is actually received by receipt of written notice thereof from the Administrator.
(dc) The Manager and Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to (as applicable to the specific parties) compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the U.S. Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or PPM. SEI’s monitoring and other documents that govern the Fund’s operations. Administrator’s Services functions hereunder shall not relieve the Manager and Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator SEI will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Administrator if it becomes aware of any material non-compliance which relates to the Fund. SEI shall provide the Administrator with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(fd) The Fund Administrator agrees that it shall advise Administrator SEI in writing at least thirty (30) 20 days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that PPM which would materially increase or alter the duties and obligations of Administrator SEI hereunder, and shall proceed with such change only if it shall have received the written consent of SEI thereto; provided, however, that in the event such an amendment could have a material impact on SEI’s performance of the Services hereunder, the parties will work together in good faith to minimize the impact of such change on SEI’s operations and to determine appropriate compensation to SEI in connection therewith.
(e) SEI represents and warrants to the Administrator theretothat:
(i) It is a statutory trust formed under the laws of the State of Delaware; it is empowered under applicable law and by its declaration of trust, bylaws and other organizational documents (as each is amended and modified to date) to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of SEI or (b) any law applicable to SEI.
(iii) SEI shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, SEI shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services.
(iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(f) SEI shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year/quarter summaries, and other audit-related schedules. SEI shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator.
(g) SEI agrees to comply with all law applicable to it, as well as all investment restrictions, policies and procedures adopted by the Fund as disclosed in the PPM or of which SEI is given prior notice in writing. SEI assumes no responsibility for such compliance by the Fund with the laws that apply to the Fund. SEI shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.
Appears in 1 contract
Sources: Sub Administration Agreement (StepStone Private Credit Co-Investment Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating LLC Agreement of the Fund and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, Registration Statement together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the Secretary of the Fund or another duly appointed officer of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable;
(4) A copy of the executed resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form reasonably acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating LLC Agreement and to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in It shall be registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1▇▇▇ ▇▇▇.
(4) The person signing this Agreement represents Appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and warrants he/she is duly authorized such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the LLC Agreement and the Fund’s Offering Documents, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted, each except where failure to do so would not reasonably be expected to have a material adverse effect on the Fund; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating LLC Agreement or any material contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents as soon as they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Offering Documents until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty ten (3010) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Offering Documents which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non- assessable, and the status of the Shares under the 1933 Act and any other applicable federal law or regulation;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, if applicable, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized PersonsPersons (unless such authority is limited in a writing from the Fund and received by the Transfer Agent).
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end management investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale in any public offering. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is will conducting its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as it becomes effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Fund and the Fund including but not limited to (as applicable to the specific parties) compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇- ▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-day- to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (Alti Private Equity Access & Commitments Fund)
Representations and Deliveries. (a) The Fund Trust shall deliver or cause the following documents to be delivered to Administrator:
(1i) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Trust;
(2ii) Copies of the FundTrust’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund Trust represents and warrants to Administrator that:
(1i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2ii) Any officer of It is duly registered as an open-end investment company under the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons1940 Act.
(3iii) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in A Registration Statement under the 1933 Act will be effective before any Fund will issue Shares and will remain effective during such period as each such Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for transactions not involving any public offeringsale.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5iv) It is conducting will conduct its business in compliance in all material respects with any all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During The Trust shall cause the term of this Agreement the Fund Trust’s officers and trustees, and shall have the ongoing obligation use reasonable efforts to cause each Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the following documents Funds and the Trust as soon necessary and/or appropriate or as they become effective: (i) certified copies of all amendments requested by Administrator, in order to its Operating Agreement made after enable Administrator to perform the date of this Agreement; and, (ii) a copy Services. In connection with the performance of the Fund’s currently effective offering documentsServices, if anyAdministrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. For purposes Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of this Agreement, the Trust. Administrator shall not be deemed held to have notice of any information contained in change of authority of any such offering document trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until a reasonable time after it is actually received by Administratorreceipt of written notice thereof from the Trust.
(d) The Manager Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, Trust and the Funds including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. Administrator’s Services monitoring and other functions hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes statutes, rules and regulations insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The Administrator shall provide the Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) If the Fund receives notice The Trust will notify Administrator of any stop order discrepancy between Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business days after discovery of any error or other proceeding omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administratordiscrepancy.
(f) The Fund Trust agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
(g) Administrator represents and warrants to the Trust that:
(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
(ii) It is conducting, and will continue to conduct, its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.
(iv) Administrator shall exercise reasonable care in the performance of the Services.
(h) The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) with respect to the Services provided and should provide summaries thereof as reasonably requested by the Trust and provide certifications as to Administrator’s adherence on at least a quarterly basis.
Appears in 1 contract
Sources: Administration and Fund Accounting Agreement (Fiera Capital Series Trust)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust corporation duly organized and existing under the laws of the State of DelawareMaryland; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(5) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (Vivaldi Opportunities Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement Governing Documents and all amendments thereto;
(2) Copies of the Fund’s offering documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement Governing Documents to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(54) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement Governing Documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement Governing Documents made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if any. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document until a reasonable time after it is actually received by Administrator.
(d) The Manager Board and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement Governing Documents or other documents that govern the Fund’s operations. Administrator’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement Governing Documents or adopt any policies that would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Transfer Agency and Recordkeeping Agreement (Cascade Private Capital Fund)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator:
(1) A true and complete copy of the Operating Agreement and all amendments thereto;
(2) Copies of the Fund’s offering documentsOffering Documents, as of the date of this Agreement, together with any subscription documents, if any;
(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer , updates to the list of Authorized Persons and any certifications of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority list of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons reasonably requested by Administrator from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin Administrator and at the Fund’s expense.
(5) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator that:
(1) It is a statutory trust limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of such Authorized Persons.
(3) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.
(4) The person signing this Agreement represents and warrants he/she is duly authorized to execute this Agreement on behalf of the Fund.
(53) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyOffering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such offering document Offering Document until a reasonable time after it is actually received by Administrator.
(d) The Manager and Investment Adviser Management of the Fund have and retain retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 20012001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsOffering Documents. Administrator’s Services hereunder shall not relieve the Manager and management of the Investment Adviser Fund of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund.
(e) If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.
(f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting effecting any change to its offering documents, if any, Offering Documents or Operating Agreement or adopt adopting any policies that in the event such change or policy would materially increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto.
Appears in 1 contract
Sources: Administration, Fund Accounting and Recordkeeping Agreement (CPG Vintage Access Fund, LLC)
Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to AdministratorTransfer Agent:
(1) A true and complete copy of the Operating Agreement Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund;
(2) Copies of the Fund’s offering documentsRegistration Statement, as of the date of this Agreement, together with any subscription documents, if anyapplications filed in connection therewith;
(3) A certificate signed by the President and Secretary of the Fund specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable, and the status of the Shares under the 1933 Act and any other Applicable Law;
(4) A certified copy of the resolutions of the Board appointing Transfer Agent and authorizing the execution of this Agreement on behalf of the Fund;
(5) A certificate containing the names of the initial Authorized Persons in a form acceptable to AdministratorTransfer Agent. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by AdministratorTransfer Agent) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of the Authorized Persons from time to time.
(4) All Investor account records in a format acceptable to Administrator, in Milwaukee, Wisconsin . The certificate required by this paragraph shall be signed by an officer of the Fund and at designate the names of the Fund’s expense.initial Authorized Persons;
(56) Prior written notice of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, and to deliver to Transfer Agent such documents, certificates, reports and legal opinions as it may reasonably request; and
(7) All other documents, records and information that Administrator Transfer Agent may reasonably request in order for Administrator Transfer Agent to perform the Services hereunder.
(b) The Fund represents and warrants to Administrator Transfer Agent that:
(1) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws Applicable Law and by its Operating Agreement Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite legal corporate proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.
(2) Any officer of the Fund has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator Transfer Agent the names of such Authorized Persons.
(3) The Fund It is authorized to offer and sell Interests in duly registered as a closed-end investment company under the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering1940 Act.
(4) The person signing this Agreement represents A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and warrants he/she will remain effective during such period as the Fund is duly authorized offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any such jurisdiction and such filings will continue to execute this Agreement on behalf be made, with respect to Shares of the FundFund being offered for sale in such jurisdictions.
(5) All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Declaration of Trust and the Fund’s Prospectus, such Shares shall be validly issued, fully paid and non-assessable.
(6) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, all Applicable Law and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule rule, regulation, order or judgment binding on it and no provision of its Operating Agreement Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator Transfer Agent with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective offering documents, if anyProspectus as soon as they become effective. For purposes of this Agreement, Administrator Transfer Agent shall not be deemed to have notice of any information contained in any such offering document Prospectus until a reasonable time after it is actually received by AdministratorTransfer Agent.
(d) The Manager Board and Investment the Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1933 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Operating Agreement or other documents that govern the Fund’s operationsProspectus. AdministratorTransfer Agent’s Services hereunder shall not relieve the Manager Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator the Transfer Agent will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non-compliance which relates to the Fund. The Transfer Agent shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures.
(e) The Fund agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Fund receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of InterestsShares, or of any stop order or other proceeding under the federal securities laws affecting the sale of InterestsShares, the Fund will give prompt notice thereof to AdministratorTransfer Agent.
(f) The Fund agrees that it shall advise Administrator Transfer Agent in writing at least thirty (30) days prior (or, if thirty days is not practicable, such shorter period as is reasonably necessary) to affecting any change to its offering documents, if any, or Operating Agreement or adopt in any policies that Prospectus which would materially increase or alter the duties and obligations of Administrator Transfer Agent hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator Transfer Agent thereto, which consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Transfer Agency Agreement (ABL Longevity Growth & Income Fund)