Administrative, Operational and Compliance Assistance Services. (a) Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any Portfolio. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each Portfolio; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular Portfolio, the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio under the other provisions of this Agreement. (b) Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of: (i) providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request; (ii) providing clerical and bookkeeping services for the Fund and each Portfolio; (iii) causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto; (iv) monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate; (v) as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfolio’s independent registered public accounting firm; (vi) responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers; (vii) preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request; (viii) preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board; (ix) reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses; (x) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any); Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined); (xi) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfolio’s investment portfolio and in such service providers’ determination and publication of each Portfolio’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring; (xii) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfolio’s federal, state and local income tax returns and any other required tax returns or reporting; (xiii) as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 0000 Xxx) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel; (xiv) consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfolio; (xv) preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio borrows; (xvi) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid by each Portfolio to its shareholders and facilitating communications between such Portfolio’s dividend disbursing agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfolio’s dividend reinvestment plan; (xvii) providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 0000 Xxx) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and (xviii) assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request. (c) The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any Portfolio, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio or the shareholders of any Portfolio or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio or the shareholders of any Portfolio or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio or the shareholders of any Portfolio or any third party for any loss or damage arising from causes beyond its reasonable control.
Appears in 11 contracts
Samples: Management Agreement (Lazard Funds Inc), Management Agreement (Lazard Funds Inc), Management Agreement (Lazard Funds Inc)
Administrative, Operational and Compliance Assistance Services. (a) Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any Portfolio. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each Portfolio; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular Portfolio, Portfolio the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio under the other provisions of this Agreement.
(b) Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of:
(i) providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request;
(ii) providing clerical and bookkeeping services for the Fund and each Portfolio;
(iii) causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto;
(iv) monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate;
(v) as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfolio’s independent registered public accounting firm;
(vi) responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers;
(vii) preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request;
(viii) preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board;
(ix) reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses;
(x) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any); Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined);
(xi) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfolio’s investment portfolio and in such service providers’ determination and publication of each Portfolio’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring;
(xii) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfolio’s federal, state and local income tax returns and any other required tax returns or reporting;
(xiii) as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 0000 Xxx) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel;
(xiv) consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfolio;
(xv) preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio borrows;
(xvi) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid by each Portfolio to its shareholders and facilitating communications between such Portfolio’s dividend disbursing agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfolio’s dividend reinvestment plan;
(xvii) providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 0000 Xxx) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and
(xviii) assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request.
(c) The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any Portfolio, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio or the shareholders of any Portfolio or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio or the shareholders of any Portfolio or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio or the shareholders of any Portfolio or any third party for any loss or damage arising from causes beyond its reasonable control.
Appears in 8 contracts
Samples: Management Agreement (Lazard Retirement Series Inc), Management Agreement (Lazard Retirement Series Inc), Management Agreement (Lazard Retirement Series Inc)
Administrative, Operational and Compliance Assistance Services. (a) Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any Portfolio. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each Portfolio; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular Portfolio, the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio under the other provisions of this Agreement.
(b) Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of:
(i) providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request;
(ii) providing clerical and bookkeeping services for the Fund and each Portfolio;
(iii) causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto;
(iv) monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate;
(v) as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfolio’s independent registered public accounting firm;
(vi) responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers;
(vii) preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request;
(viii) preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board;
(ix) reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses;
(x) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any); Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined);
(xi) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfolio’s investment portfolio and in such service providers’ determination and publication of each Portfolio’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring;
(xii) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfolio’s federal, state and local income tax returns and any other required tax returns or reporting;
(xiii) as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 0000 Xxx) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel;
(xiv) consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfolio;
(xv) preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio borrows;
(xvi) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid by each Portfolio to its shareholders and facilitating communications between such Portfolio’s dividend disbursing agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfolio’s dividend reinvestment plan;
(xvii) providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 0000 Xxx) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and
(xviii) assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request.
(c) The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any Portfolio, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio or the shareholders of any Portfolio or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio or the shareholders of any Portfolio or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio or the shareholders of any Portfolio or any third party for any loss or damage arising from causes beyond its reasonable control.. ..
Appears in 1 contract
Administrative, Operational and Compliance Assistance Services. (a) Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio the Fund to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio the Fund to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any PortfolioFund. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each PortfolioFund; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular PortfolioServices, the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio the Fund under the other provisions of this Agreement.
(b) Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of:
(i) providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request;
(ii) providing clerical and bookkeeping services for the Fund and each PortfolioFund;
(iii) causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto;
(iv) monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate;
(v) as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfoliothe Fund’s independent registered public accounting firm;
(vi) responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers;
(vii) preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request;
(viii) preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board;
(ix) reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses;
(x) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any)materials; Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined);
(xi) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfoliothe Fund’s investment portfolio and in such service providers’ determination and publication of each Portfoliothe Fund’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring;
(xii) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfoliothe Fund’s federal, state and local income tax returns and any other required tax returns or reporting;
(xiii) as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 0000 Xxx) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel;
(xiv) consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfoliothe Fund;
(xv) preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio the Fund borrows;
(xvi) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid by each Portfolio the Fund to its shareholders and facilitating communications between such PortfolioFund’s dividend disbursing agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfoliothe Fund’s dividend reinvestment plan;
(xvii) providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 0000 Xxx) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and
(xviii) assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request.
(c) The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any PortfolioFund, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio Fund or the shareholders of any Portfolio the Fund or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio Fund or the shareholders of any Portfolio the Fund or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio Fund or the shareholders of any Portfolio the Fund or any third party for any loss or damage arising from causes beyond its reasonable control.
Appears in 1 contract
Samples: Management Agreement (Lazard Global Total Return & Income Fund Inc)
Administrative, Operational and Compliance Assistance Services. (a) Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any Portfolio. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each Portfolio; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular Portfolio, Portfolio the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio under the other provisions of this Agreement.
(b) Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of:
(i) providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request;
(ii) providing clerical and bookkeeping services for the Fund and each Portfolio;
(iii) causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto;
(iv) monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate;
(v) as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfolio’s independent registered public accounting firm;
(vi) responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers;
(vii) preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request;
(viii) preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board;
(ix) reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses;
(x) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any); Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined);
(xi) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfolio’s investment portfolio and in such service providers’ determination and publication of each Portfolio’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring;
(xii) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfolio’s federal, state and local income tax returns and any other required tax returns or reporting;
(xiii) as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 0000 1000 Xxx) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel;
(xiv) consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfolio;
(xv) preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio borrows;
(xvi) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid by each Portfolio to its shareholders and facilitating communications between such Portfolio’s dividend disbursing agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfolio’s dividend reinvestment plan;
(xvii) providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 0000 1000 Xxx) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and
(xviii) assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request.
(c) The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any Portfolio, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio or the shareholders of any Portfolio or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio or the shareholders of any Portfolio or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio or the shareholders of any Portfolio or any third party for any loss or damage arising from causes beyond its reasonable control.
Appears in 1 contract
Samples: Management Agreement (Lazard Retirement Series Inc)
Administrative, Operational and Compliance Assistance Services. (a) Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any Portfolio. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each Portfolio; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular Portfolio, the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio under the other provisions of this Agreement.
(b) Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of:
(i) providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request;
(ii) providing clerical and bookkeeping services for the Fund and each Portfolio;
(iii) causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto;
(iv) monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate;
(v) as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfolio’s independent registered public accounting firm;
(vi) responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers;
(vii) preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request;
(viii) preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board;
(ix) reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses;
(x) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any); Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined);
(xi) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfolio’s investment portfolio and in such service providers’ determination and publication of each Portfolio’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring;
(xii) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfolio’s federal, state and local income tax returns and any other required tax returns or reporting;
(xiii) as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 0000 1000 Xxx) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel;
(xiv) consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfolio;
(xv) preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio borrows;
(xvi) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid by each Portfolio to its shareholders and facilitating communications between such Portfolio’s dividend disbursing agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfolio’s dividend reinvestment plan;
(xvii) providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 0000 1000 Xxx) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and
(xviii) assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request.
(c) The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any Portfolio, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio or the shareholders of any Portfolio or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio or the shareholders of any Portfolio or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio or the shareholders of any Portfolio or any third party for any loss or damage arising from causes beyond its reasonable control.
Appears in 1 contract
Administrative, Operational and Compliance Assistance Services. (a) Subject to the supervision of the Board, the Manager shall provide, directly or through its affiliates, the administrative, operational and compliance assistance services in connection with the operation of the Fund and each Portfolio set forth in Section 3(b) below subject to the terms set forth in this Agreement (collectively, the “Support Services”). Unless otherwise agreed upon in writing by the Fund on behalf of a Portfolio (as approved by the Board), no fee that is in addition to the fee required to paid by a Portfolio to the Manager pursuant to Section 8 of this Agreement shall be payable by such Portfolio to the Manager or any of its affiliates for the provision of the Support Services, although the Manager shall be entitled to reimbursement of out-of-pocket expenses incurred by it and its affiliates in connection with the provision of the Support Services (which shall not include, among other things, any allocation of overhead or personnel compensation or benefit expenses (other than expenses of the Fund’s Chief Compliance Officer (as approved by the Board)). The parties understand and agree that persons that are not the Manager or any of its affiliates have been, and will continue to be, engaged to provide various services to the Fund and the Portfolios (including without limitation administrative, fund accounting, shareholder servicing, transfer agency and dividend disbursing, distribution, custody, sub-custody, pricing and valuation, tax preparation, legal and compliance services), and the costs of all of such services shall be borne by the Fund or the relevant Portfolio in accordance with Section 7 of this Agreement and are not assumed by the Manager. In this respect, the Support Services to be performed by the Manager or its affiliates are in addition to, rather than in lieu of, services that are from time to time the subject of a separate agreement or arrangement for the benefit of the Fund or any Portfolio. The parties intend that the scope of Support Services generally to be consistent with those administrative, operational and compliance assistance services historically provided by the Manager or its affiliates in connection with the operation of the Fund and each Portfolio; however, in the event that the Manager determines in good faith to materially reduce one or more Support Services generally or with respect to a particular Portfolio, the Manager shall provide the Fund with notice of such determination sufficiently in advance to permit the Fund to otherwise arrange for the provision of additional Support Services as appropriate. Except for the Support Services expressly agreed to and assumed by the Manager in this Section 3 and the other services required to be provided by the Manager pursuant to this Agreement, no provision of this Agreement shall amount to a delegation by the Fund or any Portfolio to the Manager, or an assumption by the Manager, of any other service, function, obligation or duty to or on behalf of the Fund or any Portfolio unless expressly agreed to in writing by the Manager. None of the Support Services are, or are intended to be, either distribution services within the meaning of Section 12 of the 1940 Act or investment advisory services required to be provided by the Manager with respect to any Portfolio under the other provisions of this Agreement.
(b) Subject to the foregoing and the other terms set forth in this Agreement, the Support Services with respect to the Fund and the Portfolios consist of:
(i) providing the use of the Manager’s principal office space, equipment, resources and facilities for meetings of the Board and its committees upon reasonable request;
(ii) providing clerical and bookkeeping services for the Fund and each Portfolio;
(iii) causing the Fund’s existence to be maintained as a corporation (or such other form of entity as from time to time approved by the Board) and maintain records related thereto;
(iv) monitoring the performance of, and facilitating communications amongst, the Fund’s and each Portfolio’s service providers, including administrators, fund accountants, shareholder serving agents, transfer agents and dividend disbursing agents, financial intermediaries, brokers and dealers, custodians, sub-custodians, accountants, attorneys, compliance providers and insurers, as the Manager considers appropriate;
(v) as reasonably requested by the audit committee of the Board, assisting the audit committee in their monitoring the performance of, and facilitating their communications with, each Portfolio’s independent registered public accounting firm;
(vi) responding to reasonable requests from the Board related to the services performed by the Manager and the services performed by the Fund’s and each Portfolio’s other service providers;
(vii) preparing reports to the Board concerning the performance and fees of the Fund’s service providers as the Board may reasonably request;
(viii) preparing such other reports relating to the business and affairs of the Fund as from time to time determined by the Manager or as may from time to time be mutually agreed upon by the Manager and the Board;
(ix) reviewing the appropriateness of payment of the Fund’s and each Portfolio’s expenses;
(x) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s other service providers in their preparation of regulatory filings and certain shareholder communications, including, but not limited to, the Fund’s Registration Statement (as hereinafter defined) and amendments thereto; annual and semi-annual reports to shareholders; proxy materials (if any); Form N-SAR, Form N-CSR, Form N-Q and Form N-PX (and any similar successor or additional forms), and arranging any required filings with the Commission (as hereinafter defined);
(xi) providing reasonable assistance to, and monitoring the level of performance by, the Fund’s and each Portfolio’s pricing vendors, valuation agents and other service providers in their daily pricing and valuation of each Portfolio’s investment portfolio and in such service providers’ determination and publication of each Portfolio’s daily net asset value quotations and any of such service providers’ other valuation-related responsibilities, all in accordance with procedures adopted by the Board, and reporting to the Board any recommendations resulting from such monitoring;
(xii) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their preparation and filing of each Portfolio’s federal, state and local income tax returns and any other required tax returns or reporting;
(xiii) as reasonably requested by the Fund’s directors who are not “interested persons” (as defined in the 0000 Xxx1940 Act) of the Fund (the “Independent Directors”), providing reasonable assistance to their independent legal counsel;
(xiv) consulting with the Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and dividend disbursing agent in their establishing and implementing the fund accounting policies of each Portfolio;
(xv) preparing and/or assisting in the preparation of such information and reports as may be required by any banks or other lenders from which a Portfolio borrows;
(xvi) providing reasonable assistance to the Fund’s and each Portfolio’s other service providers in their determination of the amounts available for distribution as dividends and distributions to be paid by each Portfolio to its shareholders and facilitating communications between such Portfolio’s dividend disbursing agent and custodian, including with respect to effecting the payment of dividends and distributions and implementing such Portfolio’s dividend reinvestment plan;
(xvii) providing reasonable assistance to the Fund’s Chief Compliance Officer in his administration of the Fund’s policies and procedures adopted pursuant to Rule 38a-1 under the 0000 Xxx1940 Act) as well as the Fund’s policies and procedures for compliance with state and foreign laws and regulations applicable to the operation of investment companies, and monitoring the level of performance by any other service providers engaged for such purposes (e.g., blue sky filing agents); and
(xviii) assisting and coordinating in the preparation by the Fund’s and Portfolio’s other service providers of materials for regular and special Board meetings and preparing such other materials as the Board may reasonably request.
(c) The provisions of this Section 3(c) shall not apply to any services required to be performed by the Manager pursuant to this Agreement other than the Support Services. The Manager may reasonably act or rely upon the opinion or advice of or any information obtained from any third party (including without limitation any broker, lawyer, pricing or valuation agent, accountant, administrator, auditor, other expert or regulator or other authority) acting within the scope of their duties with respect to the Fund or any Portfolio, and the Manager shall not be responsible for any loss occasioned to the Fund, any Portfolio or the shareholders of any Portfolio or any third party by its so acting in good faith or due to the failure to perform by any third party. The Manager shall not be liable for any indirect or consequential loss or damage which may be suffered by the Fund, any Portfolio or the shareholders of any Portfolio or any third party under any circumstances. The Manager shall in no event be liable to the Fund, any Portfolio or the shareholders of any Portfolio or any third party for any loss or damage arising from causes beyond its reasonable control.
Appears in 1 contract
