Description of Administration Services on a Continuous Basis Clause Samples
The "Description of Administration Services on a Continuous Basis" clause defines the ongoing administrative tasks and responsibilities that a service provider must perform throughout the duration of an agreement. This typically includes activities such as record-keeping, reporting, compliance monitoring, and other support functions that are required to be maintained without interruption. By clearly outlining these continuous obligations, the clause ensures that both parties understand the scope and consistency of administrative support, thereby preventing misunderstandings and ensuring reliable service delivery.
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Description of Administration Services on a Continuous Basis. (a) PNC will perform the following administration services with respect to each Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply, in the form requested, various customary Portfolio and Fund statistical data on an ongoing basis;
(iv) Prepare and ensure the filing of the Funds’ annual and semi-annual reports with the SEC on Forms N-SAR and N-CSR and the Fund’s quarterly reports with the SEC on Form N-Q;
(v) If mutually agreed by PNC and VP Distributors in writing, prepare (or assist in the preparation of) and ensure the filing of (or coordinate filing of, as may be mutually agreed) such other reports with the SEC as may be required by the SEC and that would be primarily fulfilled using books and records maintained by PNC under the terms of this Agreement;
(vi) Assist in the preparation of registration statements and other filings relating to the registration of Shares;
(vii) Monitor each Portfolio’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended (“Sub-Chapter M”);
(viii) Coordinate contractual relationships and communications between the Funds and their contractual service providers;
(ix) Prepare expense budgets, accrual review and expense reports as needed;
(x) Provide read-only on-line access to accounting system as requested;
(xi) Provide electronic transmissions of holdings, transactions, security master, general ledger, NAV, security pricing data, and cash activity as specified;
(xii) Coordinate printing and mailing of annual and semi-annual financial statements;
(xiii) Prepare reports for Fund Boards and attend Board meetings when and as requested;
(xiv) Prepare, execute, and file each Portfolio’s Federal and state tax returns, including closed funds, and appropriate extensions after review and approval by the Fund’s independent registered public accounting firm;
(xv) Prepare, execute, and file each Portfolio’s federal excise returns (Form 8613) after review and approval by the Fund’s independent registered public accounting firm;
(xvi) Prepare annual tax provisions and financial tax disclosures;
(xvii) Prepare tax cost for semi-annual and Form N-Q filings updated for current year-to-date wash sales and prior year known Schedule M adjustments;
(xviii) Prepare dividend calculations, including accompanying analysis and earnings summary in accordance with applicable policy (as such policy is provided in wr...
Description of Administration Services on a Continuous Basis. The Administrator will perform the following administration services with respect to the Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Portfolio and Fund statistical data as requested on an ongoing basis;
(iv) Prepare for execution and file the Fund’s Federal and state tax returns;
(v) Prepare and file the Fund’s Semi-Annual Reports with the SEC on Form N-SAR;
(vi) Prepare and file with the SEC the Fund’s annual, semi-annual, and quarterly shareholder reports;
(vii) Assist in the preparation of registration statements and other filings relating to the registration of Shares;
(viii) Monitor the Portfolio’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended;
(ix) Coordinate contractual relationships and communications between the Fund and its contractual service providers; and
(x) Monitor the Fund’s compliance with the amounts and conditions of each state qualification.
Description of Administration Services on a Continuous Basis. PFPC will perform the following administration services:
(i) Prepare quarterly broker security transactions summaries including principal and agency transactions and related commissions;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Fund statistical data as requested on an ongoing basis;
(iv) Provide to the extent contained in accounting records materials required for board reporting as may be requested from time to time;
(v) Prepare for execution and file the Fund's Federal Form 1065 and state tax returns;
(vi) Prepare and file the Fund's Annual and Semi-Annual Reports with the SEC on Form N-SAR via ▇▇▇▇▇;
(vii) Prepare and coordinate the services of the Fund's printer for the printing of and filing with the SEC via ▇▇▇▇▇ the Fund's annual and semi-annual shareholder reports;
(viii) Assist in the preparation of registration statements;
(ix) Transmit or otherwise send, to the extent practicable and feasible, requested detailed information related to the Members, including admission details, income, capital gains and losses, and performance detail;
(x) Mail Fund offering materials to prospective investors; and
(xi) Mail quarterly reports of the Manager and Semi-Annual Financial Statements to investors as well as any other necessary correspondence.
Description of Administration Services on a Continuous Basis. The Sub-Administrator will perform the following administration services if required by the Administrator with respect to each Fund:
(i) Supply various normal and customary Fund statistical data as requested on an ongoing basis;
(ii) Prepare the Fund’s annual and semi-annual shareholder reports;
(iii) Prepare and file (or coordinate the filing of) semi-annual reports on Form N-SAR for each Fund that is registered under the 1940 Act;
(iv) Assist in the preparation of financial information for amendments to the Fund’s Registration Statement and other filings relating to the registration of Interests for each Fund that is registered under the 1940 Act;
(v) Prepare monthly expense budgets in accordance with Fund management specifications;
(vi) Provide sub-certifications with respect to information provided by and work performed by PNC in connection with the Fund’s Form N-CSR and Form N-Q filings;
(vii) Provide compliance support services to the Fund as follows:
a. Provide back-end, quantitative compliance testing as mutually agreed by the parties from time to time;
b. Research and report compliance exceptions to such person as the Administrator directs; and
c. Collect and report to the Administrator and the Governing Board on a quarterly basis information related to transactions reportable under the 1940 Act and the Fund’s procedures.
(viii) Provide the Fund accounting and financial reports in connection with quarterly meetings of the Governing Board as are required or as the Governing Board may reasonably request; and
(ix) Perform such additional administrative duties relating to the administration of the Fund upon terms and conditions and for such fees as may subsequently be agreed upon in writing between the parties.
Description of Administration Services on a Continuous Basis. BNY will perform the following administration services with respect to each Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Portfolio and Fund statistical data as requested on an ongoing basis;
(iv) Prepare and provide each Portfolio's fiscal year end tax provision to support the preparation of each Portfolio's Federal and state tax returns;
(v) Monitor each Portfolio's status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended;
(vi) Prepare the Fund's annual and semi-annual shareholder reports;
(vii) If the chief executive officer or chief financial officer of the Fund is required to provide a certification as part of the Fund's Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the Securities and Exchange Commission under Section 302 of the Sarbanes-Oxley A▇▇ ▇▇ ▇▇▇▇, ▇▇Y will provide (to such person or entity as agreed between the Fund and BNY) a sub-certification in support of certain matters set forth in the aforementioned certification, such sub-certification to be in such form and relating to such matters as agreed between the Fund and BNY from time to time. BNY shall be required to provide the sub-certification only during the term of the Agreement and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley A▇▇ ▇▇ ▇▇▇▇ ▇▇ under any other regulatory requirement; and
Description of Administration Services on a Continuous Basis. Maintain accurate and complete Board calendars and regulatory filing calendars; — Prepare for filing with the Securities and Exchange Commission (“SEC”) the following documents: Form N-SAR, Form N-CSR, Form N-Q, Form N-PX and all amendments to the Registration Statement, including annual updates of the Prospectus(es) and SAI(s) for the series of the Company and any sticker supplements thereto; — Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment; — Support fund counsel with the preparation and filing with the SEC of proxy statements with the assistance of the Company. Prepare notices of Annual or Special Meetings of Shareholders, with the assistance of the Company. Provide consultation on proxy solicitation matters; — Attend and assist in the conduct of Shareholder Meetings and prepare scripts for and minutes of such meetings; — Advise and consult with Adviser on matters pertaining to new fund launches or new share classes, and assist with the deregistration of a fund/class; — Prepare and review with Company counsel the agenda and resolutions for all requested Board of Directors and committee meetings, attend meetings as appropriate or requested, make presentations to the Board and committee meetings where appropriate, prepare minutes for Board and committee meetings; prepare Board meeting notices, agendas and materials for quarterly meetings and special meetings. — Maintain copies of the Company’s Charter and By-Laws; — Maintain corporate records of the Company, maintain master registration statements and comply with SEC requirements in advance of and during any examinations; — Assist the Company in the handling of regulatory examinations of the Company and work closely with the Company’s legal counsel in response to any non-routine regulatory matters; — File Fidelity Bonds with the SEC pursuant to Rule 17g-1; — Maintain awareness of significant emerging regulatory and legislative developments that may affect the Company; take appropriate steps where necessary to amend the services contemplated hereunder to reflect such changes; update the Board and the Investment Adviser on these developments; — Maintain Blue Sky registrations and be proactive in monitoring shareholder accounts that fall under state filing exemptions; code the accounts that fall under state exemptions. — Monitor the Company’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, and advise th...
Description of Administration Services on a Continuous Basis. The Administrator will perform the following administration services:
(i) Prepare and file the Fund's Annual and Semi-Annual Reports with the SEC on Form N-SAR via ▇▇▇▇▇;
(ii) Coordinate with the adviser the preparation and printing of the Fund's annual and semi-annual investor reports and the preparation and filing of the Fund's annual and semi-annual Certified Shareholder Reports on Form N-CSR via ▇▇▇▇▇;
(iii) Provide such fund accounting and financial reports in connection with quarterly meetings of the Board of Trustees as are required or as the Board may reasonably request;
(iv) Manage the tender offer process, including coordinating with outside service provider to distribute tender offers, track investor responses and tabulate tender offer results;
(v) Coordinate with the Fund's counsel on drafting, reviewing and filing registration statements and tender offers, and coordinate printing and delivery of prospectuses (or other applicable documents) and tender offers;
(vi) Assist the Fund in handling and responding to routine regulatory examinations with respect to records retained or services provided by the Administrator, and coordinate with the Fund's legal counsel in responding to any non-routine regulatory matters with respect to such matters;
(vii) Coordinate as necessary the registration or qualification of Interests of the Fund with appropriate state securities authorities; and
(viii) Perform such additional administrative duties relating to the administration of the Fund as may subsequently be agreed upon in writing between the Fund and the Administrator.
Description of Administration Services on a Continuous Basis. PFPC will perform the following administration services with respect to each Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Portfolio and Fund statistical data as requested on an ongoing basis;
(iv) Prepare for execution and file the Fund's Federal and state tax returns: • Prepare a fiscal tax provision in coordination with the annual audit: • Prepare an excise tax provision; • Prepare all relevant 1099 calculations for delivery to the transfer agent.
(v) Monitor each Portfolio's status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended;
(vi) Prepare the Fund's annual and semi-annual shareholder reports, and coordinate and cause to be prepared and filed Forms N-CSR, N-Q and N-PX (with the Fund providing the voting records in the format required by PFPC);
(vii) Coordinate and cause to be prepared the filing of annual Post-Effective Amendments to the Fund's Registration Statement; cause to be prepared and filed (or coordinate the filing of) (i) semi-annual reports on Form N-SAR and (ii) Notices pursuant to Rule 24f-2;
(viii) Administratively assist in obtaining the fidelity bond and directors' and officers'/errors and omissions insurance policies for the Fund in accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the 1940 Act as such bond and policies are approved by the Fund's Board of Directors and coordinate and cause to be filed such fidelity bond;
(ix) Draft agendas and resolutions for quarterly board meetings (with final selection of agenda items being made by Fund counsel);
(x) Coordinate the preparation, assembly and mailing of board materials for quarterly board meetings;
(xi) Attend quarterly board meetings and draft minutes thereof;
(xii) Maintain a regulatory calendar for the Fund listing various SEC filing and board approval deadlines;
(xiii) Provide compliance policies and procedures related to services provided by PFPC and, if mutually agreed, certain PFPC affiliates, summary procedures thereof and an annual certification letter; and
(xiv) If the chief executive officer or chief financial officer of the Fund is required to provide a certification as part of the Fund's Form N-SAR or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbannes-Oxley Act of 2002, PFPC will provide (to such person or entity as agreed betwee...
Description of Administration Services on a Continuous Basis. PFPC will perform the following administration services with respect to the Fund:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Fund statis- tical data as requested on an ongoing basis;
(iv) Prepare for execution and file the Fund's Fed- eral income, Federal excise and state tax re- turns;
(v) Prepare and file with the SEC the Fund's Semi- Annual Reports on Form N-SAR and the Fund's Rule 24f-2 Notices;
(vi) Assist in the preparation and coordinate the production and filing of the Fund's annual, semi-annual, and quarterly shareholder reports.
(vii) Assist in the preparation of registration state- ments and other filings relating to the regis- tration of Shares;
(viii) Monitor the Fund's status as a regulated invest- ment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended;
(ix) Coordinate contractual relationships and commu- nications between the Fund and its contractual service providers;
(x) Monitor the Fund's compliance with the amounts and conditions of each state qualification; and
(xi) Prepare minutes of meetings of Board of Direc- tors and shareholders.
Description of Administration Services on a Continuous Basis. PFPC will perform the following administration services if required with respect to each portfolio:
(i) Prepare monthly security transaction listings;
(ii) Supply various normal and customary Fund statistical data as requested on an ongoing basis;
(iii) Prepare for execution and file the Fund's Federal Form 1065 and state tax returns;