Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 4 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Destra Investment Trust), Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust), Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust)
Appointment and Services. (a) The Fund Administrator hereby appoints Administrator UMBFS as administrator, fund accountant and recordkeeper sub-administrator of the Fund and hereby authorizes Administrator UMBFS to provide Services during the term of this AgreementAgreement and on the terms set forth herein. Subject to the direction and control oversight of the Board and utilizing information provided by the Fund’s Manager , Administrator and its their current and prior agents and service providers, Administrator UMBFS will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator UMBFS shall not be required to provide any Services or information that it believes, in its sole sole, reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator UMBFS provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator UMBFS may from time to time, in its discretionreasonable discretion and at its own expense, appoint one or more other parties to carry out some or all of its duties responsibilities under this Agreement, provided that Administrator UMBFS shall remain responsible to the Fund Administrator for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator UMBFS were itself providing such Services itselfServices.
(c) AdministratorUMBFS’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator UMBFS hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, Administrator or by any other current or prior agent or service provider. To the extent that Administrator UMBFS agrees to take such actions, those actions taken shall be deemed part of the Services.
(d) Administrator shall not be responsible Subject to the terms of Section 8, and where applicable, the UMBFS further agrees to preserve for the payment of any fees or taxes periods prescribed by Rule 31a-2 under the 1940 Act the records described in Schedule B which are maintained by UMBFS for the Fund. To the extent required to be paid by Rule 31a-3 under the 1940 Act, UMBFS hereby agrees that all records which it maintains for the Fund in connection with hereunder are the issuance property of the Fund and further agrees to surrender promptly to the Fund any Interests in accordance with this Agreementof such records upon the Fund’s or Administrator’s request.
(e) Any Instruction resolution passed by the Board that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by AdministratorUMBFS.
(f) Nothing in this Agreement shall be deemed to appoint Administrator UMBFS and its officers, directors and employees as the FundAdministrator’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund Administrator acknowledges that AdministratorUMBFS’s in-house attorneys exclusively represent Administrator UMBFS and rely on the FundAdministrator’s legal counsel to review all services provided by Administrator’s in-house attorneys and to will provide independent judgment on the FundAdministrator’s behalf. Because no attorney-client relationship exists between AdministratorUMBFS’s in-house attorneys and the Administrator or the Fund, any information provided to the AdministratorUMBFS’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator UMBFS represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 4 contracts
Samples: Sub Administration Agreement (StepStone Private Credit Income Fund), Sub Administration Agreement (StepStone Private Markets), Sub Administration Agreement (StepStone Private Infrastructure Fund)
Appointment and Services. (a) The Fund Trust hereby appoints Administrator as administrator, fund accountant retains and recordkeeper of the Fund and does hereby authorizes Administrator authorize UMBDS to provide Services during the term of inbound call management and fulfillment services described in Schedule B hereto, and UMBDS agrees to provide such services, for the period and compensation and upon the terms set forth in this Agreement. Subject .
(b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the services described herein subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this AgreementTrust. Notwithstanding anything herein to the contrary, Administrator UMBDS shall not be required to provide any Services services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator UMBDS provide any investment advice or recommendations to any party in connection with its Services services hereunder.
(b) Administrator . All risk of loss for the materials being inventoried by UMBDS on the Trust’s behalf shall be the responsibility of the Trust, and UMBDS shall not be responsible for any loss to this material except as such loss may be caused by UMBDS’s negligence. UMBDS agrees to use due care in the storage of such materials prior to their distribution. The Trust shall provide UMBDS from time to timetime at the earliest practicable date with such details as may reasonably be required concerning media schedules, in its discretion, appoint one or more anticipated call volume and other parties related information so as to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible facilitate preparation by UMBDS to provide the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itselfservices hereunder.
(c) AdministratorThe Trust shall cause the Trust’s officers, trustees, investment adviser(s) and sub-advisers, legal counsel, independent accountants, custodian and other service providers and agents, past or present, for the Funds to cooperate with UMBDS and to provide UMBDS with such information, documents and advice as necessary and/or appropriate or as requested by UMBDS, in order to enable UMBDS to perform its duties hereunder. In connection with its duties hereunder, UMBDS shall (without investigation or verification) be confined to those expressly set forth hereinentitled, and no implied duties are assumed is hereby instructed to, rely upon any and all instructions, advice, information or documents provided to UMBDS by an officer or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions representative of the Fund, the Manager, Funds or by any other current or prior service providerof the aforementioned persons. To the extent that Administrator agrees to take such actions, those actions UMBDS shall be deemed part 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 ServicesTrust. UMBDS shall not be held to have notice of any change of authority of any officer, agent, representative or employee of the Trust, investment adviser(s) or service provider until receipt of written notice thereof from the Trust. As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services.
(d) Administrator UMBDS shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to perform its duties hereunder in compliance with all material respects with all applicable federal, state and local laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc. and the states in which the Funds are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s requestsold.
Appears in 3 contracts
Samples: Inbound Call Management and Fulfillment Services Agreement (SteelPath MLP Funds Trust), Inbound Call Management and Fulfillment Services Agreement (Alerian MLP Funds Trust), Inbound Call Management and Fulfillment Services Agreement (Alerian MLP Funds Trust)
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Managerany Authorized Person’s request.
(h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary.
(i) Anti-Money Laundering (“AML”) Services
Appears in 3 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (First Trust Real Assets Fund), Administration, Fund Accounting and Recordkeeping Agreement (First Trust Private Credit Fund), Administration, Fund Accounting and Recordkeeping Agreement (First Trust Private Assets Fund)
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Managerany Authorized Person’s request.
Appears in 3 contracts
Samples: 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), Administration, Fund Accounting and Recordkeeping Agreement (JHW Pan Asia Strategies Master Fund, LLC)
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Managerany Authorized Person’s request.
(h) Anti-Money Laundering (“AML”) Services
Appears in 2 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (JHW Pan Asia Strategies TE Fund, LLC), Administration, Fund Accounting and Recordkeeping Agreement (JHW Pan Asia Strategies Fund, LLC)
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-in- house attorneys on a best efforts basis.
(g) Administrator hereby xxxxxx agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Managerany Authorized Person’s request.
(h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary.
(i) Anti-Money Laundering (“AML”) Services
Appears in 2 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Total Return Income Fund: Series A4), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Total Return Income Fund: Series A3)
Appointment and Services. (a) The Fund Trust hereby appoints Administrator as administrator, fund accountant and recordkeeper administrator of the Fund Funds and hereby authorizes Administrator to provide Services during the term of this AgreementAgreement and on the terms set forth herein. Subject to the direction and control of the Fund’s Manager Board and utilizing information provided by the Trust and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties responsibilities under this Agreement, provided that Administrator shall remain responsible to the Fund Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services itselfServices.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the FundTrust, the Manager, any Fund or by any other current or prior agent or service provider. To the extent that Administrator agrees to take such actions, those actions taken shall be deemed part of the Services.
(d) Subject to the terms of Section 8, and where applicable, the Administrator shall not be responsible further agrees to preserve for the payment periods prescribed by Rule 31a-2 under the 1940 Act the records described in Schedule B which are maintained by Administrator for the Trust. To the extent required by Rule 31a-3 under the 1940 Act, Administrator hereby agrees that all records which it maintains for the Trust hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any fees or taxes required to be paid by of such records upon the Fund in connection with the issuance of any Interests in accordance with this AgreementTrust’s request.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the FundTrust’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund Trust acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the FundTrust’s legal counsel to review all services provided by Administrator’s in-house attorneys and to will provide independent judgment on the FundTrust’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the FundTrust, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 2 contracts
Samples: Administration Agreement (Exchange Listed Funds Trust), Administration Agreement (Exchange Traded Concepts Trust II)
Appointment and Services. (a) The Fund hereby (1) appoints Administrator Transfer Agent as administrator, fund accountant transfer agent and recordkeeper dividend disbursing agent of the Fund all Shares and hereby (2) authorizes Administrator Transfer Agent to provide Services during the term of this Agreementhereof and on the terms set forth herein. Subject to the direction and control oversight of the Fund’s Manager Board and utilizing information provided by the Fund and its current and prior agents and service providers, Administrator Transfer Agent will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator Transfer Agent shall not be required to provide any Services or information that it believes, believes (in its sole discretion, ) to represent dishonest, unethical unethical, or illegal activity. In no event shall Administrator Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator In connection with providing the Services for the Fund, the Fund hereby authorizes Transfer Agent, acting as agent for the Fund to: (1) establish in the name of (and to maintain on behalf of) the Fund, on the usual terms and conditions prevalent in the industry, one or more deposit accounts at a nationally or regionally known banking institution (a “Bank”) into which Transfer Agent shall deposit the Fund’s funds that Transfer Agent receives for payment of dividends, distributions, purchases of Fund interests, redemptions of Fund interests, commissions, corporate re-organizations (including recapitalizations or liquidations), or any other disbursements made by Transfer Agent on behalf of the Fund; (2) move money to either the Fund or Custodian cash positions per securityholder instructions; (3) draw checks upon such accounts; (4) issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes of providing the Services; and (5) any other banking relationships, arrangements, and agreements with such Bank as are necessary or appropriate to fulfill Transfer Agent’s obligations under this Agreement.
(c) Transfer Agent may from time to time, (in its discretion, ) appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator Transfer Agent were itself providing such Services itselfServices.
(cd) AdministratorTransfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator Transfer Agent hereunder. The Services do not include correcting, verifying verifying, or addressing any prior actions or inactions of the Fund, the Manager, Fund or by any other current or prior agent or service provider. To the extent that Administrator Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services.
(de) Administrator Transfer Agent shall not be responsible for the payment of any fees original issue or other taxes required to be paid by the Fund in connection with the issuance of any Interests Shares in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Privacore PCAAM Alternative Income Fund), Transfer Agency Agreement (Privacore PCAAM Alternative Growth Fund)
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby xxxxxx agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Managerany Authorized Person’s request.
(h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary.
(i) Anti-Money Laundering (“AML”) Services
Appears in 2 contracts
Samples: Administration, Fund Accounting and Recordkeeping Agreement (First Trust Hedged Strategies Fund), Administration, Fund Accounting and Recordkeeping Agreement (First Trust Hedged Strategies Fund)
Appointment and Services. (a) The Fund Trust hereby appoints Administrator as administrator, fund accountant and recordkeeper administrator of the Fund Funds and hereby authorizes Administrator to provide Services during the term of this AgreementAgreement and on the terms set forth herein. Subject to the direction and control of the Fund’s Manager Board and utilizing information provided by the Trust and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties responsibilities under this Agreement, provided that Administrator shall remain responsible to the Fund Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services itselfServices.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the FundTrust, the Manager, any Fund or by any other current or prior agent or service provider. To the extent that Administrator agrees to take such actions, those actions taken shall be deemed part of the Services.
(d) Subject to the terms of Section 8 the Administrator shall not be responsible agrees to preserve for the payment periods prescribed by Rule 31a-2 under the 1940 Act the records described in Schedule B which are maintained by Administrator for the Trust. To the extent required by Rule 31a-3 under the 1940 Act, Administrator hereby agrees that all records which it maintains for the Trust hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any fees or taxes required to be paid by of such records upon the Fund in connection with the issuance of any Interests in accordance with this AgreementTrust’s request.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the FundTrust’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund Trust acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the FundTrust’s legal counsel to review all services provided by Administrator’s in-house attorneys and to will provide independent judgment on the FundTrust’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the FundTrust, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 2 contracts
Samples: Administration Agreement (Aspiriant Global Equity Trust), Administration Agreement (Aspiriant Global Equity Trust)
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall at all times remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the ManagerBoard, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests Shares in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records in the form maintained by the Administrator (to the extent permitted by applicable license agreements) upon the Managerany Authorized Person’s request.
(h) The Administrator agrees to make available to the Fund a person acceptable to the Fund to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the duly elected Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary.
(i) Anti-Money Laundering (“AML”) Services
Appears in 1 contract
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Agility Multi-Asset Income Fund)
Appointment and Services. (a) The Fund This agreement replaces substitutes and supersedes any and all prior agreements, arrangements and / or understandings between the parties. FPC hereby appoints Administrator as administrator, fund accountant the Service Provider to its Services Provider Panel for the duration of this agreement In consideration of FPCentering into this Agreement the Service Provider will:- perform its obligations to FPC set out in this Agreement for the Term; and recordkeeper provide the Services on the terms and conditions set out in this Agreement. The Service Provider acknowledges that:- it is not the exclusive Provider of any of the Fund Services, or services which are the same as or similar to the Services, to FPC; It’s appointment does not confer any right or entitlement on the Service Provider in respect of the rendition of Services to FPC:- It’s appointment does not give rise to any legal or other obligation on the part of FPC to use the Services of the Service Provider:- It’s appointment does not mean or imply that the Service Provider should have any expectation of being used to render Services to FPC:- It’s appointment qualifies the Service Provider to render Services to FPC if and hereby authorizes Administrator when required by FPC in its sole and absolute discretion:- and Its appointment qualifies the Service Provider to be considered for appointment to render Services to FPCin accordance with FPC’s procurement system and criteria as applicable from time to time. All Services rendered by the Service Provider shall be subject to this Agreement and the Schedules (and any other annexures) hereto, namely:- Schedule 1 – Services, including Deliverables; Schedule 2 – Fees, Rates and Tariffs; Schedule 3 – Representatives, Reports and Management Information; Schedule 4 – Invoicing and Payment Provisions; Schedule 5 – FPC Request; Schedule 6 – Form of Word Order; Schedule 7 –Personell. The Schedules (and any other annexures) to this agreement mainly deal with practical, operational and logistical matters and issues and FPC may amendment or substitute them by giving the Service Provider 10 (ten) Business Days’ written notice of such amendment or substitution. Where the Service Provider is required to perform any of the Services at a FPC Site the Service Provider shall ensure that after the performance of the Services, the FPC Site is reinstated to the condition prevailing on the date on which the Services in question commenced. This obligation is subject to any changes made to the FPC Site by the Service Provider, and agreed to by FPC, for the purposes of the Services. ADDITIONAL SERVICES If FPC requires the Service Provider to provide Additional Services during then:- FPC shall complete a FPC Request and provide this to the term Service Provider; Within 30 (thirty) days of receipt of FPC’s Request the Service Provider shall complete Parts 1 and 2 of a Work Order based on FPC’s Request and shall forward this to FPC; FPC may accept the offer in the Work Order by executing and returning the Work Order to the Service Provider within 30 (thirty) days of receipt and the terms and conditions of this Agreement shall apply to such Work Order mutatismutandis as though they were part of this Agreement; If FPC rejects the offer in the Work Order then the Parties will enter into negotiations to agree the terms of the Work Order. Any terms and conditions other than those in this Agreement or in any Work Order are expressly excluded. If there is any inconsistency between the terms of this Agreement and those of a Work Order, the terms of the Agreement will prevail to the extent of such inconsistency. No terms or conditions endorsed on, delivered with or contained in the Service Provider’s quotation, acknowledgement or acceptance of order, invoice, specification or similar document will form part of the Agreement. The Service Provider is not authorised to undertake any work for FPC which is not the subject of this Agreement or a Work Order properly authorised and signed on behalf of FPC. FEES, INVOICING AND PAYMENT The Fees stipulated in Schedule 2 (Fees, Rates and Tariffs) shall apply to this agreement and the Parties will comply strictly with the provisions thereof. It is the duty and obligation of the Service Provider to strictly comply with the fees, rates, tariffs and other amounts stipulated in this agreement, specifically in Schedule 2. Without limiting the generality of the aforesaid it is the duty and obligation of the Service Provider to ensure that it does not:- Exceed the stipulated maximum allowed amounts chargeable for and in respect of various types of repair work; Overstate or exaggerate measurements such as square meterages and / or quantities; Claim for items not actually replaced; Claim for work not actually done; Claim for more expensive items or material where less expensive items or material were in fact used or installed; Do repairs and / or replacement of items not covered under the relevant insurance product; Replace items that could and should have been repaired; Overstate cost prices on which profit surcharges / allowances are calculated or charged; claim for repairs and / or replaced items that were in fact settled by way of cash in lieu of payments; and Incorrectly charge “emergency fees”. All Fees and other sums payable under this Agreement or any Work Order are exclusive of VAT and/or equivalent taxes in other countries which will be payable at the applicable rate. As a member of FPC and contractor, I agree and legally commit to pay the cooperative 5,5% of each invoice from insurer as a transactional admin fee in each invoice procured with the material or Non material assistance of the cooperative SERVICE LEVELS From the Commencement Date the Service Provider shall meet or exceed the applicable Service Levels in performing the Services and shall render all Services diligently, efficiently, professionally, timeously and in accordance with generally accepted best practice with proper workmanship and or using proper material. The Service Provider acknowledges that time is always of the essence in its rendition of the Services. The Service Provider shall at all times comply with the:- Building Standards Act; National Building Regulations; SANS 10400; Consumer Protection Act The Service Provider acknowledges that:- Certain transactions between FPC and certain Third Parties will be subject to the provisions of the Consumer Protection Act; and Such Third Parties will be “consumers” as defined in the Consumer Protection Act; and Such Third Parties will, as “consumers” be entitled to the rights and protection envisaged and provided for in the Consumer Protection Act. The Service Provider shall, in the rendition of the Services to or for the benefit of all Third Parties, fully comply with the provisions of the Consumer Protection Act. If at any time any failure to meet any Service Level occurs, or is, in the reasonable opinion of the Service Provider, likely to occur): the Service Provider shall advise the FPC Representative as soon as reasonably practicable of the failure or potential failure and of the steps that the Service Provider will take to fully remedy the failure or, as applicable, to prevent the failure from occurring; without prejudice to FPC other rights and remedies, the Service Provider shall if requested to do so by FPC: and to the extent that re-performance of the Services is possible, re-perform the Services in relation to which there was a failure at no additional cost to FPC; and without prejudice to FPC’s other rights and remedies, FPC may: until such time as the failure has been remedied and the Services to which the relevant failure relates are being performed in accordance with the Service Levels withhold any Fees that relate to the Services to which the relevant failure relates; and in any circumstance where FPC has requested the Service Provider to re-perform the Services and the Service Provider has been unable to re-perform the Services within a reasonable time, arrange for re-performance of the Services by a Third Party and all costs associated with the re-performance of the Services by the Third Party shall be payable by the Service Provider. TIME OF ESSENCE Time is of the essence in the performance of the Services pursuant to this Agreement. DELIVERABLES The Service Provider shall provide the Deliverables in accordance with Schedule 1(Services). FPC’S OBLIGATIONS FPC shall as soon as reasonably possible following the Service Provider’s reasonable request, provide the Service Provider with such information concerning FPC’s operations and activities as may be reasonably necessary in FPC’s opinion for the Service Provider to comply with its obligations under this Agreement. FPC’s obligation under the FPC’s Obligations clause shall be subject at all times to: any FPC security policies and requirements; and the confidentiality obligations under this Agreement. Subject to the direction Personnel clause and control of the Fund’s Manager Warranties and Undertakings clauseFPC shall provide the Service Provider and its current and prior agents and service providers, Administrator will provide Personnel such access to FPC’s Sites as is reasonably necessary in FPC’s opinion to allow the Services in accordance with the terms of this Agreement. Notwithstanding anything herein Service Provider to the contrary, Administrator shall not be required to provide any Services or information that it believes, in perform its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties obligations under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Service Agreement
Appointment and Services. (a) The Each Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund Funds for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the any Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Each Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator hereby agrees that all shall keep those records which specified in Schedule C hereto in the form and manner, and for such period, as it maintains for may deem advisable but not inconsistent with the Fund pursuant to its duties hereunder are rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the property 1940 Act. The Administrator shall only destroy records at the direction of the Fund Fund, and further agrees to surrender promptly to any such destruction shall comply with the Fund any provisions of such records upon the Manager’s requestSection 248.30(b) of Regulation S-P (17 CFR 248.1-248.
Appears in 1 contract
Samples: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust II)
Appointment and Services. (a) The Fund Trust hereby appoints Administrator as administrator, fund accountant retains and recordkeeper of the Fund and does hereby authorizes Administrator authorize UMBDS to provide Services during the term of inbound call management and fulfillment services described in Schedule B hereto, and UMBDS agrees to provide such services, for the period and compensation and upon the terms set forth in this Agreement. Subject .
(b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the services described herein subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this AgreementTrust. Notwithstanding anything herein to the contrary, Administrator UMBDS shall not be required to provide any Services services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator UMBDS provide any investment advice or recommendations to any party in connection with its Services services hereunder.
(b) Administrator . All risk of loss for the materials being inventoried by UMBDS on the Trust’s behalf shall be the responsibility of the Trust, and UMBDS shall not be responsible for any loss to this material except as such loss may be caused by UMBDS’ negligence. UMBDS agrees to use due care in the storage of such materials prior to their distribution. The Trust shall provide UMBDS from time to timetime notice of media schedules, in its discretion, appoint one or more anticipated call volume and other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible related information to the Fund for all extent such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and information is reasonably available to the same extent Trust, so as if Administrator were providing such Services itselfto facilitate preparation by UMBDS to provide the services hereunder.
(c) Administrator’s duties UMBDS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to perform its duties hereunder in compliance with all material respects with all applicable federal, state and local laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and the states in which the Funds are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s requestsold.
Appears in 1 contract
Samples: Inbound Call Management and Fulfillment Services Agreement (Adelante Funds)
Appointment and Services. (a) The Fund Trust and Administrator hereby appoints appoint Sub-Administrator as administrator, sub-administrator and fund accountant and recordkeeper of the Fund Funds and hereby authorizes Sub-Administrator to provide Services during the term of this AgreementAgreement and on the terms set forth herein. Subject to the direction and control of the Fund’s Manager Board and utilizing information provided by the Trust and its current and prior agents and service providers, Sub-Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Sub-Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Sub-Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Sub-Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties responsibilities under this Agreement, provided that Sub- Administrator shall remain responsible to the Fund Trust and Administrator for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Sub-Administrator were itself providing such Services itselfServices.
(c) Sub-Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Sub-Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the FundTrust, the ManagerAdministrator, any Fund or by any other current or prior agent or service provider. To the extent that Sub-Administrator agrees to take such actions, those actions taken shall be deemed part of the Services.
(d) It is understood that in determining security valuations, Sub-Administrator employs one or more pricing services, as directed by the Trust, to determine valuations of portfolio securities for purposes of calculating net asset values of the Funds. The Trust shall identify to Sub-Administrator the pricing service(s) to be utilized. The Sub-Administrator shall price the securities and other holdings of the Funds for which market quotations or prices are available by the use of such pricing service(s). For those securities where prices are not provided by the pricing service(s) utilized by Sub-Administrator, the Trust shall approve, in good faith, the procedures for determining the fair value of the securities. The Investment Adviser shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Sub-Administrator the resulting prices for use in its calculation of net asset values. The Sub-Administrator shall not be responsible liable for such security valuations provided pursuant to the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreementpreceding sentence.
(e) Subject to the terms of Section 8, and where applicable, the Sub-Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in Schedule B which are maintained by Sub-Administrator for the Trust. To the extent required by Rule 31a-3 under the 1940 Act, Sub-Administrator hereby agrees that all records which it maintains for the Trust hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request.
(f) Any Instruction resolution passed by the Board that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Sub-Administrator.
(fg) Nothing in this Agreement shall be deemed to appoint Sub-Administrator and its officers, directors and employees as the FundTrust’s and/or the Administrator’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges Trust and Administrator acknowledge that Sub-Administrator’s in-house attorneys exclusively represent Sub-Administrator and rely on the FundTrust’s legal counsel to review all services provided by Administrator’s in-house attorneys and to will provide independent judgment on the FundTrust’s and/or Administrator’s behalf. Because no attorney-client relationship exists between Sub-Administrator’s in-house attorneys and the FundTrust or Administrator, any information provided to the Sub-Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Sub-Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Sub Administration and Fund Accounting Agreement (Burnham Investors Trust)
Appointment and Services. (a) The Fund Transfer Agent hereby appoints Administrator UMBFS as administrator, fund accountant and recordkeeper of the Fund sub-transfer agent and hereby authorizes Administrator UMBFS to provide Services during the term of this AgreementSub-TA Agreement and on the terms set forth herein. Subject to the direction and control of the Fund’s Manager Board and utilizing information provided by Transfer Agent, the Corporation and its current and prior agents and service providers, Administrator UMBFS will provide the Services in accordance with the terms of this Sub-TA Agreement. Notwithstanding anything herein to the contrary, Administrator UMBFS shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator UMBFS provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator UMBFS may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Sub-TA Agreement, provided that Administrator UMBFS shall remain responsible to the Fund Transfer Agent for all such delegated responsibilities in accordance with the terms and conditions of this Sub-TA Agreement, in the same manner and to the same extent as if Administrator UMBFS were itself providing such Services itselfServices.
(c) AdministratorUMBFS’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator UMBFS hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the FundTransfer Agent, the ManagerCorporation, any Fund or by any other current or prior agent or service provider. To the extent that Administrator UMBFS agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator UMBFS shall not be responsible for the payment of any fees original issue or other taxes required to be paid by the Fund Transfer Agent or Corporation in connection with the issuance of any Interests Shares in accordance with this Sub-TA Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Sub Transfer Agency Agreement (Lee Financial Mutual Fund, Inc.)
Appointment and Services. (a) The Fund hereby appoints Administrator Transfer Agent as administrator, fund accountant transfer agent and recordkeeper dividend disbursing agent of the Fund all Shares and hereby authorizes Administrator Transfer Agent to provide Services during the term of this Agreementhereof and on the terms set forth herein. Subject to the direction and control of the Fund’s Manager Board and utilizing information provided by the Fund and its current and prior agents and service providers, Administrator Transfer Agent will provide the Services in accordance with the terms of this Agreementhereof. Notwithstanding anything herein to the contrary, Administrator Transfer Agent shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical unethical, or illegal activity. In no event shall Administrator Transfer Agent provide any investment advice or recommendations to any party in connection with its Services hereunderthe Services.
(b) Administrator In connection with providing the Services, the Fund hereby authorizes Transfer Agent, acting as agent for the Fund to: (i) establish in the name of (and to maintain on behalf of) the Fund, on the usual terms and conditions prevalent in the industry, one or more deposit accounts at a nationally or regionally known banking institution (a “Bank”) into which Transfer Agent shall deposit the Fund’s funds that Transfer Agent receives for payment of dividends, distributions, purchases of Fund interests, redemptions of Fund interests, commissions, corporate re-organizations (including recapitalizations or liquidations), or any other disbursements made by Transfer Agent on behalf of the Fund; and (ii) move money to either the Fund or custodian cash positions per securityholder instructions, to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes of providing the Services, and any other banking relationships, arrangements, and agreements with such Bank as are necessary or appropriate to fulfill Transfer Agent’s obligations hereunder.
(c) Transfer Agent may from time to time, in its discretiondiscretion and at its own expense, appoint one or more other parties to carry out some or all of its duties under this Agreementhereunder, provided that Administrator Transfer Agent shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreementhereof, in the same manner and to the same extent as if Administrator Transfer Agent were providing such Services itself.
(cd) AdministratorTransfer Agent’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator Transfer Agent hereunder. The Services do not include correcting, verifying verifying, or addressing any prior actions or inactions of the Fund, the Manager, Fund or by any other current or prior agent or service provider. To the extent that Administrator Transfer Agent agrees to take such actions, those actions shall be deemed part of the Services.
(de) Administrator Transfer Agent shall not be responsible for the payment of any fees original issue or other taxes required to be paid by the Fund in connection with the issuance of any Interests Shares in accordance with this Agreementherewith.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Transfer Agency Agreement (MA Specialty Credit Income Fund)
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper a. In consideration of the Fund and hereby authorizes Administrator Service Provider agreeing to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance comply with the terms and conditions of this Agreement, Service Receiver hereby appoints the Service Provider from the Effective Date, and the Service Provider hereby accepts its appointment for execution and performance of the Services as mentioned in this Agreement
b. The Service Provider hereby agrees to provide to Service Receiver, throughout the same manner and to the same extent as if Administrator were providing Term, such Services itselfand/or assistance as may be required by Service Receiver from time to time, the scope of which shall be in line with the Services, in accordance with the terms and conditions set forth in this Agreement. The Service Provider hereby further agrees that it shall act in consultation with Service Receiver in fulfillment of the Services and shall comply with all directions given by Service Receiver from time to time.
(c) Administrator’s duties c. The Service Provider hereby further agrees that from time to time during the Term, the Service Provider shall be confined answer questions and enquiries raised by Service Receiver and shall counsel and otherwise assist Service Receiver in connection with the work and services provided by the Service Provider, in addition to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of in the Services.
(d) Administrator d. RedoQ shall not open an account in the name of Service Receiver with AWS, for the web/cloud services to be responsible availed by Service Receiver from RedoQ and shall pay the web/cloud services fees to AWS on behalf of the Service Receiver for aforesaid services. The nature and extent of AWS services that are required shall be at the complete specification of Service Receiver and RedoQ shall adhere all the clauses of the purchase order and shall provide such services as will be indicated in purchase order by the Service Receiver. In case of non-availability of purchase order, Service Receiver has to specify required services separately as annexure to this agreement.
e. RedoQ shall thereafter raise monthly invoices to Service Receiver on the actuals consumption/Web/cloud services provided by RedoQ to the Service Receiver. Service Receiver need to acknowledge the receipt of the invoice within 7 days from the date receipt otherwise it shall be deemed that invoice has been duly received and acknowledged by the Service Receiver. Service Receiver shall make the payment of any fees or taxes required those invoices to be paid by RedoQ within 21 (Twenty-one) days from the Fund in connection with the issuance date of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administratorinvoices. Further Service Receiver has to specify the concern email/postal address to which the invoice must be posted. In the event of non-payment of invoices as per agreed terms, invoice will attract the penalty clauses as detailed in Annexure-1.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Master Service Agreement
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, transfer agent, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager Manager, Investment Adviser and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that the Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Investment Adviser, the Manager, or by any other current or prior service provider, occurring, or failing to occur, as the case may be, prior to the execution date of this Agreement. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.
(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely the Fund relies on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) The Administrator hereby agrees that all shall keep those records which specified in Schedule C hereto in the form and manner, and for such period, as it maintains for may deem advisable but not inconsistent with the Fund pursuant to its duties hereunder are laws, rules and regulations of appropriate government authorities, in particular Section 31(a) of, and Rules 31a-2 and 31a-3 under, the property 1940 Act. The Administrator shall only destroy records at the direction of the Fund Fund, and further agrees to surrender promptly to any such destruction shall comply with the Fund any provisions of such records upon the Manager’s requestSection 248.30(b) of Regulation S-P (17 CFR 248.1-248.
Appears in 1 contract
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, administrator and fund accountant and recordkeeper of the Fund Funds and hereby authorizes Administrator to provide Services during the term of this AgreementAgreement and on the terms set forth herein. Subject to the direction oversight of the Board and control of the Fund’s Manager officers, and utilizing information provided by the Fund and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole sole, reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretionreasonable discretion and at its own expense, appoint one or more other parties to carry out some or all of its duties responsibilities under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services itselfand that Administrator will not delegate a majority of the Services provided hereunder without providing ninety (90) days’ prior written notice to the Fund.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, Fund or by any other current or prior agent or service provider. To the extent that Administrator agrees to take such actions, those actions taken shall be deemed part of the Services.
(d) It is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Fund, to determine valuations of portfolio securities for purposes of calculating net asset values of the Funds. The Fund shall identify to Administrator the pricing service(s) to be utilized. If requested by the Fund, the Administrator shall not be responsible price the securities and other holdings of the Funds for the payment of any fees which market quotations or taxes required to be paid prices are available by the use of such pricing service(s). For those securities where prices are not provided by the pricing service(s) utilized by Administrator, the Fund shall approve, in connection with good faith, the issuance procedures for determining the fair value of any Interests the securities. The Investment Adviser shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value of such securities and there is significant professional disagreement about which method is best. No evaluation method, including those used by Administrator and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Fund acknowledges that there may be errors or defects in the software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. Subject to the Administrator adhering to its Standard of Care (as defined below), the Fund assumes responsibility for edit checking, external verification of valuations, and ultimately the appropriateness of using data containing valuations, regardless of any efforts made by Administrator and its suppliers in this Agreementregard.
(e) Subject to the terms of Section 8, and where applicable, the Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act and other applicable securities laws, rules and regulations the records described in Schedule B which are maintained by Administrator for the Fund. To the extent required by Rule 31a-3 under the 1940 Act, Administrator hereby agrees that all records which it maintains for the Fund hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Fund and its duly authorized officers, employees and agents shall have access to such books and records at all times during the Administrator’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by the Administrator to the Fund or to an Authorized Person, at the Fund’s expenses, including, without limitation, any Fund accounting reports and other Fund documents in the possession of the Administrator for regulatory audits and examinations.
(f) Any Instruction resolution passed by the Board that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(fg) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to will provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(gh) Upon request, the Administrator hereby agrees that all records which it maintains for shall provide the Fund pursuant to its duties hereunder are the property with a copy of the “Service Organization Control Report” with respect to Fund and further agrees to surrender promptly Accounting Operations, within 15 days from the time the Administrator makes the report available for distribution to the Fund any of such records upon the ManagerAdministrator’s requestclients.
Appears in 1 contract
Samples: Administration and Fund Accounting Agreement (Archstone Alternative Solutions Fund)
Appointment and Services. (a) The Fund GCCM hereby appoints Administrator UMBFS as administrator, sub-administrator and fund accountant and recordkeeper of the Fund Funds and hereby authorizes Administrator UMBFS to provide Services during the term of this AgreementAgreement and on the terms set forth herein. Subject to the direction and control of the Fund’s Manager Board and utilizing information provided by GCCM and its current and prior agents and service providers, Administrator UMBFS will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator UMBFS shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator UMBFS provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator UMBFS may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties responsibilities under this Agreement, provided that Administrator UMBFS shall remain responsible to the Fund GCCM for all such delegated responsibilities in accordance with the terms and conditions of this AgreementAgreement and liable for the actions or omissions of any such sub-contractor or agent, in the same manner and to the same extent as if Administrator UMBFS were itself providing such Services itselfServices.
(c) AdministratorUMBFS’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator UMBFS hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the FundGCCM, the ManagerTrust, any Fund or by any other current or prior agent or service provider. To the extent that Administrator UMBFS agrees to take such actions, those actions taken shall be deemed part of the Services.
(d) Administrator It is understood that in determining security valuations, UMBFS employs one or more pricing services, as directed by GCCM, to determine valuations of portfolio securities for purposes of calculating net asset values of the Funds. GCCM shall not be responsible for identify to UMBFS the payment of any fees or taxes required pricing service(s) to be paid utilized. UMBFS shall price the securities and other holdings of the Funds for which market quotations or prices are available by the Fund use of such pricing service(s). For those securities where prices are not provided by the pricing service(s) utilized by UMBFS, the Trust shall approve, in connection with good faith, the issuance procedures for determining the fair value of any Interests the securities. The Investment Adviser shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to UMBFS the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value of such securities and there is significant professional disagreement about which method is best. No evaluation method, including those used by UMBFS and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, GCCM acknowledges that there may be errors or defects in the software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. GCCM assumes all responsibility for edit checking, external verification of valuations, and ultimately the appropriateness of using data containing valuations, regardless of any efforts made by UMBFS and its suppliers in this Agreementregard.
(e) Subject to the terms of Section 8, and where applicable, UMBFS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records described in Schedule B which are maintained by UMBFS for the Trust. All such books and records shall be maintained in a form in compliance with applicable law. To the extent required by Rule 31a-3 under the 1940 Act, UMBFS hereby agrees that all records which it maintains for the Trust hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon GCCM’s or the Trust’s request. Such books and such records shall be open for inspection upon reasonable prior notice by duly authorized officers, employees or agents of GCCM or the Trust and the independent registered public accounting firm of the Trust.
(f) Any Instruction resolution passed by the Board that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by AdministratorUMBFS.
(fg) Nothing in this Agreement shall be deemed to appoint Administrator UMBFS and its officers, directors and employees as GCCM’s or the FundTrust’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund Trust acknowledges that AdministratorUMBFS’s in-house attorneys exclusively represent Administrator UMBFS and rely on the FundTrust’s legal counsel to review all services provided by Administrator’s in-house attorneys and to will provide independent judgment on the FundTrust’s behalf. Because no attorney-client relationship exists between AdministratorUMBFS’s in-house attorneys and GCCM or the FundTrust, any information provided to the AdministratorUMBFS’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator UMBFS represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Administration and Fund Accounting Agreement (Green Century Funds)
Appointment and Services. (a) The Fund Trust hereby appoints Administrator as administrator, fund accountant retains and recordkeeper of the Fund and does hereby authorizes Administrator authorize UMBDS to provide Services during the term of inbound call management and fulfillment services described in Schedule B hereto to the Trust, and UMBDS agrees to provide such services, for the period and compensation and upon the terms set forth in this Agreement. Subject to .
(b) The Trust, at its cost, shall provide UMBDS with the direction necessary scripts, instructions and control of the Fund’s Manager all materials (including prospectuses, reports, article reprints, stationery and its current and prior agents and service providers, Administrator will envelopes) so that UMBDS may provide the Services in accordance with the terms of this Agreementservices described herein. Notwithstanding anything herein to the contrary, Administrator UMBDS shall not be required to provide any Services services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator UMBDS provide any investment advice or recommendations to any party in connection with its Services services hereunder.
(b) Administrator . All risk of loss for the materials being inventoried by UMBDS on the Trust's behalf shall be the responsibility of the Trust, and UMBDS shall not be responsible for any loss to this material except as such loss may be caused by UMBDS' gross negligence. UMBDS agrees to use due care in the storage of such materials prior to their distribution. The Trust shall provide UMBDS from time to timetime at the earliest practicable date with such details as may reasonably be required concerning media schedules, in its discretion, appoint one or more anticipated call volume and other parties related information so as to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible facilitate preparation by UMBDS to provide the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itselfservices hereunder.
(c) Administrator’s The Trust shall cause its officers, trustees, legal counsel, independent accountants, custodian and other service providers and agents, past or present, for the Trust to cooperate with UMBDS and to provide UMBDS with such information, documents and advice as necessary and/or appropriate or as requested by UMBDS, in order to enable UMBDS to perform its duties hereunder. In connection with its duties hereunder, UMBDS shall (without investigation or verification) be confined to those expressly set forth hereinentitled, and no implied duties are assumed is hereby instructed to, rely upon any and all instructions, advice, information or documents provided to UMBDS by an officer or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions representative of the Fund, the Manager, Trust or by any other current or prior service providerof the aforementioned persons. To the extent that Administrator agrees to take such actions, those actions UMBDS shall be deemed part 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 Services.
(d) Administrator Trust. UMBDS shall not be responsible for the payment held to have notice of any fees or taxes required to be paid by the Fund in connection with the issuance change of authority of any Interests officer, agent, representative or employee of the Trust, or service provider until receipt of written notice thereof from the Trust. As used in accordance with this Agreement, the term "investment adviser" includes all sub-advisers or persons performing similar services.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Inbound Call Management and Fulfillment Services Agreement (Stewart Capital Mutual Funds)
Appointment and Services. (a) The Fund Trust hereby appoints Administrator as administrator, fund accountant retains and recordkeeper of the Fund and does hereby authorizes Administrator authorize UMBDS to provide Services during the term of inbound call management and fulfillment services described in Schedule B hereto, and UMBDS agrees to provide such services, for the period and compensation and upon the terms set forth in this Agreement. Subject to .
(b) The Trust, at its cost, shall provide UMBDS with the direction necessary scripts, instructions and control of the Fund’s Manager all materials (including prospectuses, reports, article reprints, stationery and its current and prior agents and service providers, Administrator will envelopes) so that UMBDS may provide the Services in accordance with the terms of this Agreementservices described herein. Notwithstanding anything herein to the contrary, Administrator UMBDS shall not be required to provide any Services services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator UMBDS provide any investment advice or recommendations to any party in connection with its Services services hereunder.
(b) Administrator . All risk of loss for the materials being inventoried by UMBDS on the Trust’s behalf shall be the responsibility of the Trust, and UMBDS shall not be responsible for any loss to this material except as such loss may be caused by UMBDS’ negligence. UMBDS agrees to use due care in the storage of such materials prior to their distribution. The Trust shall provide UMBDS from time to timetime at the earliest practicable date with such details as may reasonably be required concerning media schedules, in its discretion, appoint one or more anticipated call volume and other parties related information so as to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible facilitate preparation by UMBDS to provide the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itselfservices hereunder.
(c) AdministratorThe Trust shall use its best efforts to cause the Trust’s officers, trustees, investment adviser(s) and sub-advisers, legal counsel, independent accountants, custodian and other service providers and agents, past or present, for the Funds to cooperate with UMBDS and to provide UMBDS with such information, documents and advice as necessary and/or appropriate or as requested by UMBDS, in order to enable UMBDS to perform its duties hereunder. In connection with its duties hereunder, UMBDS shall (without investigation or verification) be confined to those expressly set forth hereinentitled, and no implied duties are assumed is hereby instructed to, rely upon any and all instructions, advice, information or documents provided to UMBDS by an officer or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions representative of the Fund, the Manager, Funds or by any other current or prior service providerof the aforementioned persons. To the extent that Administrator agrees to take such actions, those actions UMBDS shall be deemed part of entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the Services.
(d) Administrator proper party. Fees charged by such persons shall be paid in accordance with Section 2. UMBDS shall not be responsible for the payment held to have notice of any fees or taxes required to be paid by the Fund in connection with the issuance change of authority of any Interests officer, agent, representative or employee of the Trust, investment adviser(s) or service provider until receipt of written notice thereof from the Trust. As used in accordance with this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Inbound Call Management and Fulfillment Services Agreement (Westport Funds)
Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, administrator and fund accountant and recordkeeper of the Fund Funds and hereby authorizes Administrator to provide Services during the term of this AgreementAgreement and on the terms set forth herein. Subject to the direction oversight of the Board and control of the Fund’s Manager officers, and utilizing information provided by the Fund and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole sole, reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Administrator may from time to time, in its discretionreasonable discretion and at its own expense, and, in the case of third parties, upon sixty (60) days’ prior written notice to the Fund, appoint one or more other parties to carry out some or all of its duties responsibilities under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were itself providing such Services itselfServices.
(c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, Fund or by any other current or prior agent or service provider. To the extent that Administrator agrees to take such actions, those actions taken shall be deemed part of the Services.. EXECUTION COPY
(d) It is understood that in determining security valuations, Administrator employs one or more pricing services, as directed by the Fund, to determine valuations of portfolio securities for purposes of calculating net asset values of the Funds. The Fund shall identify to Administrator the pricing service(s) to be utilized. If requested by the Fund, the Administrator shall not be responsible price the securities and other holdings of the Funds for the payment of any fees which market quotations or taxes required to be paid prices are available by the use of such pricing service(s). For those securities where prices are not provided by the pricing service(s) utilized by Administrator, the Fund shall approve, in connection with good faith, the issuance procedures for determining the fair value of any Interests the securities. The Investment Adviser shall determine or obtain the valuation of the securities in accordance with those procedures and shall deliver to Administrator the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value of such securities and there is significant professional disagreement about which method is best. No evaluation method, including those used by Administrator and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, the Fund acknowledges that there may be errors or defects in the software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications. Subject to the Administrator adhering to its Standard of Care (as defined below), the Fund assumes responsibility for edit checking, external verification of valuations, and ultimately the appropriateness of using data containing valuations, regardless of any efforts made by Administrator and its suppliers in this Agreementregard.
(e) Subject to the terms of Section 8, and where applicable, the Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act and other applicable securities laws, rules and regulations the records described in Schedule B which are maintained by Administrator for the Fund. To the extent required by Rule 31a-3 under the 1940 Act, Administrator hereby agrees that all records which it maintains for the Fund hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Fund and its duly authorized officers, employees and agents shall have access to such books and records at all times during the Administrator's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by the Administrator to the Fund or to an Authorized Person, at the Fund's expenses, including, without limitation, any Fund accounting reports and other Fund documents in the possession of the Administrator for regulatory audits and examinations.
(f) Any Instruction resolution passed by the Board that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.. EXECUTION COPY
(fg) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to will provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(gh) Upon request, the Administrator hereby agrees that all records which it maintains for shall provide the Fund pursuant to its duties hereunder are the property with a copy of the "Service Organization Control Report" with respect to Fund and further agrees to surrender promptly Accounting Operations, within 15 days from the time the Administrator makes the report available for distribution to the Fund any of such records upon the Manager’s requestAdministrator's clients.
Appears in 1 contract
Samples: Administration and Fund Accounting Agreement (Corsair Opportunity Fund)
Appointment and Services. (a) The Fund Administrator hereby appoints Sub-Administrator as administrator, fund accountant and recordkeeper sub-administrator of the Fund Funds and hereby authorizes Sub-Administrator to provide Services during the term of this AgreementAgreement and on the terms set forth herein. Subject to the direction and control of the Fund’s Manager Board and utilizing information provided by Administrator, the Corporation and its current and prior agents and service providers, Sub-Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Sub-Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Sub-Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.
(b) Sub-Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties responsibilities under this Agreement, provided that Sub-Administrator shall remain responsible to Administrator and the Fund Corporation for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Sub-Administrator were itself providing such Services itselfServices.
(c) Sub-Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Sub-Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the FundCorporation, the Manager, Administrator or by any other current or prior agent or service provider. To the extent that Sub-Administrator agrees to take such actions, those actions taken shall be deemed part of the Services.
(d) It is understood that in determining security valuations, Sub-Administrator employs one or more pricing services, as directed by the Corporation or Administrator, to determine valuations of portfolio securities for purposes of calculating net asset values of the Funds. The Administrator shall not be responsible for identify to Sub-Administrator the payment of any fees or taxes required pricing service(s) to be paid utilized. The Sub-Administrator shall price the securities and other holdings of the Funds for which market quotations or prices are available by the Fund use of such pricing service(s). For those securities where prices are not provided by the pricing service(s) utilized by Sub-Administrator, the Administrator or the Corporation shall approve, in connection with good faith, the issuance procedures for determining the fair value of any Interests the securities. The Investment Adviser shall determine or obtain the valuation of the securities in accordance with this Agreementthose procedures and shall deliver to Sub-Administrator the resulting prices for use in its calculation of net asset values. When security valuations are so provided, the following provisions will also apply:
(i) Valued securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security valuations) available to generate approximations of the market value of such securities and there is significant professional disagreement about which method is best. No evaluation method, including those used by Sub-Administrator, if any, and its suppliers, may consistently generate approximations that correspond to actual “Traded” prices of the securities.
(ii) Methodologies used to provide the pricing portion of certain data may rely on valuations, however, Administrator acknowledges that there may be errors or defects in the software, databases, or methodologies generating the valuations that may cause resultant valuations to be inappropriate for use in certain applications.
(e) Subject to the terms of Section 8, and where applicable, the Sub-Administrator further agrees to maintain and preserve for the periods prescribed by Rule 31a-1 and Rule 31a-2 under the 1940 Act the records described in Schedule B which are maintained by Sub-Administrator for Administrator. The Sub-Administrator hereby agrees that all records which it maintains for Administrator and the Corporation hereunder are the property of Administrator and the Corporation and further agrees to surrender promptly to the Administrator any of such records upon Administrator’s request.
(f) Any Instruction resolution passed by the Board that affects sub-administration or accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Sub-Administrator.
(fg) Nothing in this Agreement shall be deemed to appoint Sub-Administrator and its officers, directors and employees as Administrator or the FundCorporation’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund Administrator acknowledges that Sub-Administrator’s in-house attorneys exclusively represent Sub-Administrator and rely on the FundAdministrator’s legal counsel to review all services provided by Administrator’s in-house attorneys and to will provide independent judgment on Administrator’s or the FundCorporation’s behalf. Because no attorney-client relationship exists between Sub-Administrator’s in-house attorneys and Administrator or the FundCorporation, any information provided to the Sub-Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Sub-Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Sub Administration Agreement (Lee Financial Mutual Fund, Inc.)
Appointment and Services. (a) The Fund Trust hereby appoints Administrator as administrator, fund accountant retains and recordkeeper of the Fund and does hereby authorizes Administrator authorize UMBDS to provide Services during the term of inbound call management and fulfillment services described in Schedule B hereto, and UMBDS agrees to provide such services, for the period and compensation and upon the terms set forth in this Agreement. Subject to .
(b) The Trust, at its cost, shall provide UMBDS with the direction necessary scripts, instructions and control of the Fund’s Manager all materials (including prospectuses, reports, article reprints, stationery and its current and prior agents and service providers, Administrator will envelopes) so that UMBDS may provide the Services in accordance with the terms of this Agreementservices described herein. Notwithstanding anything herein to the contrary, Administrator UMBDS shall not be required to provide any Services services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator UMBDS provide any investment advice or recommendations to any party in connection with its Services services hereunder.
(b) Administrator . All risk of loss for the materials being inventoried by UMBDS on the Trust's behalf shall be the responsibility of the Trust, and UMBDS shall not be responsible for any loss to this material except as such loss may be caused by UMBDS's gross negligence. UMBDS agrees to use due care in the storage of such materials prior to their distribution. The Trust shall provide UMBDS from time to timetime at the earliest practicable date with such details as may reasonably be required concerning media schedules, in its discretion, appoint one or more anticipated call volume and other parties related information so as to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible facilitate preparation by UMBDS to provide the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itselfservices hereunder.
(c) Administrator’s The Trust shall cause the Trust's officers, trustees, investment adviser(s) and sub-advisers, legal counsel, independent accountants, custodian and other service providers and agents, past or present, for the Funds to cooperate with UMBDS and to provide UMBDS with such information, documents and advice as necessary and/or appropriate or as requested by UMBDS, in order to enable UMBDS to perform its duties hereunder. In connection with its duties hereunder, UMBDS shall (without investigation or verification) be confined to those expressly set forth hereinentitled, and no implied duties are assumed is hereby instructed to, rely upon any and all instructions, advice, information or documents provided to UMBDS by an officer or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions representative of the Fund, the Manager, Funds or by any other current or prior service providerof the aforementioned persons. To the extent that Administrator agrees to take such actions, those actions UMBDS shall be deemed part 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 Services.
(d) Administrator Trust. UMBDS shall not be responsible for the payment held to have notice of any fees or taxes required to be paid by the Fund in connection with the issuance change of authority of any Interests officer, agent, representative or employee of the Trust, investment adviser(s) or service provider until receipt of written notice thereof from the Trust. As used in accordance with this Agreement, the term "investment adviser" includes all sub-advisers or persons performing similar services.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
(g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.
Appears in 1 contract
Samples: Inbound Call Management and Fulfillment Services Agreement (Clearwater Investment Fund)
Appointment and Services. (a) The Fund Epsilor hereby appoints Administrator as administrator, fund accountant and recordkeeper Office Line to render the management services described in Section 2 hereof for the term of the Fund and this Agreement.
(b) Office Line hereby authorizes Administrator to provide Services agrees that during the term of this AgreementAgreement it shall provide Epsilor with the services of Aspis, who shall serve as Chief Executive Officer of Epsilor (the "Services"). Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide It is agreed that the Services shall include a maximum of four trips abroad per year throughout the term of this Agreement, two of which shall be in accordance with the United States of America and two in Europe; each trip shall be for a maximum period of 7 days. Aspis shall be entitled to six weeks of vacation per year. Nothing in this Agreement or in the relationship between Aspis and Epsilor shall be deemed to create any employer-employee relationship between Aspis and Epsilor; Aspis is and shall be deemed to be an employee of Office Line, providing services to Epsilor as an employee of Office Line pursuant to the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection Agreement and of his employment relationship with its Services hereunder.
(b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itselfOffice Line.
(c) Administrator’s duties It is hereby acknowledged that pursuant to the Share Purchase Agreement executed between Electric Fuel (E.F.L.) Ltd., Epsilor, Aspis and Leora Aspis (the "SPA"), Aspis has agreed to avail his services to Epxxxxx for up to an average of 100 hours per month for a period of 12 months from the date thereof. It is agreed that the hours availed by Aspis to Epsilor pursuant to the SPA shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed constitute part of the Services.
(d) Administrator shall . By virtue of the fact that Aspis's job will require a special degree of personal trust, and because the conditions of employment and the circumstances thereof will not be responsible for allow Epsilor or Office Line to have any control over Aspis's hours of work, the payment provisions of the Hours of Work and Rest Law, 5711-1951, will not apply to Aspis and to the relationship between Aspis and Epsilor and Office Line. Neither Aspis nor Office Line may represent themselves as agents, employees, partners or joint ventures of Epsilor, or any fees of its subsidiaries or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.
(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.
(f) affiliates. Nothing in this Agreement shall be interpreted or construed as creating or establishing any partnership, joint venture, employment relationship, franchise or agency or any other similar relationship between Epsilor and Office Line or Epsilor and and any of Epsilor's employees, and neither party shall be held liable for the debts or obligations of the other party. Should it be held by any competent judicial authority, that the relationship between Epsilor and Office Line or between Epsilor and Aspis in respect of the Services provided pursuant to this Agreement is one of employer and employee, then retroactively from the commencement of this Agreement, and in lieu of any Fee paid or payable hereunder prior to the date of such holding, (i) Office Line shall not be entitled to any payment hereunder of any kind, (ii) Aspis shall be entitled only to a gross monthly salary (including overtime hours) in an amount equal to 65% of the Fee payable under sections 3(a) and 3(b), and (iii) any amounts paid to Office Line hereunder shall be deemed to appoint Administrator have been paid to Aspis as such gross monthly salary. Any excess that may have been paid hereunder by Epsilor to Office Line over such amount as shall be owing under this Section shall be repaid by Office Line and its officersAspis to Epsilor together with interest at the applicable rate under the Law for Determination of Interest and Linkage Differentials, directors and employees as the Fund’s attorney, form an attorney5721-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis1961.
(ge) Administrator hereby agrees that all records which it maintains for Aspis has title and possession to the Fund pursuant to its duties hereunder are premises currently being used by Epsilor, at 24 Alexandroni Street, Ramat Gan, Israel 52225, (the property of "Premisex"), Xxxxx xxxxxx xx xxxxx Xxxxxxx xxx xx xxx Xremises throughout the Fund and further Term (as defined in Section 5 below). Epsilor agrees to surrender promptly use the Premises solely for conducting its core business and to maintain the Fund any of such records Premises in good condition at all times. It is hereby agreed that immediately upon the Manager’s requestexpiration or termination of this Agreement, Epsilor shall promptly vacate the Premises including removing any and all equipment and property.
(f) Epsilor shall not operate on Saturdays or Jewish holidays, and Office Line shall not perform the Services on Saturdays or Jewish holidays.
Appears in 1 contract
Samples: Management Agreement (Arotech Corp)
