Duties and Obligations of the Administrator. (a) Subject to the direction and control of each Fund's Board and the provisions of this Agreement, the Administrator shall provide to each Fund the administrative services set forth on Schedule I attached hereto. (b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel. (c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally performed by the Funds' respective counsel or independent auditors. (d) Upon receipt of a Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent. (e) Each Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund. (f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties. (g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel. (h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto. (i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 6 contracts
Samples: Administration Agreement (Ing Clarion Real Estate Income Fund), Administration Agreement (Fiduciary/Claymore MLP Opportunity Fund), Administration Agreement (Advent Claymore Convertible Securities & Income Fund)
Duties and Obligations of the Administrator. (a) Subject The Administrator shall take all action that may be necessary or appropriate for the continuation of the Fund’s valid existence and authority to do business as a limited liability company under the direction laws of the State of Delaware and control of each Fund's Board and other jurisdiction in which authority to do business is, in the provisions judgment of this Agreementthe Administrator, the Administrator shall provide to each Fund the administrative services set forth on Schedule I attached heretonecessary or advisable.
(b) In performing hereunder, The Administrator may from time-to-time open bank accounts in the name of the Fund and the Administrator shall provide, at its expense, office space, facilities, equipment and personnelor a representative of the Administrator will be the signatory on the bank accounts.
(c) The Administrator shall not provide prepare or cause to be prepared and shall file on or before the due date (or any services relating extension) any federal, state or local tax returns required to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally performed be filed by the Funds' respective counsel or independent auditorsFund.
(d) Upon receipt of a Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall cause the Fund to pay any taxes or other governmental charges levied against or payable by the Fund; provided, however, that the Administrator will not be liable required to cause the Fund to pay any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder tax so long as the Administrator acts or the Fund is in good faith and without negligence by appropriate legal proceedings contesting the validity, applicability or willful misconduct in amount of the selection tax and the contest does not materially endanger any right or interest of such delegee the Fund. If deemed appropriate or agentnecessary by the Administrator, the Fund may establish reasonable reserves to fund its actual or contingent obligations under this Article IV.3(d).
(e) Each The Administrator shall use its commercially reasonable efforts to ensure that at no time the equity participation in the Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with by “benefit plan investors” be “significant” within the meaning of the Plan Asset Regulation. If the Administrator and becomes aware that the assets of the Fund at any time are likely to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge include plan assets of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereundera benefit plan investor, the Administrator shall be entitled to rely, and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice may require any or any documents relating to such Fund provided to the Administrator by any all of the aforementioned persons. The Administrator shall not ERISA Members to immediately withdraw so much of their capital in the Fund as might be liable for any loss, damage or expense resulting from or arising out necessary to maintain the investment of those Members at a level so that the failure assets of the Fund are not deemed to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fundinclude plan assets under ERISA.
(f) Nothing Notwithstanding anything in this Agreement shall limit to the contrary, the Administrator does not, and will not owe any fiduciary duties of any kind whatsoever to the Fund, or restrict to any of the Members, by virtue of its role as the Administrator, any affiliate including, but not limited to, the duties of due care and loyalty, whether those duties were established as of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer date of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule heretotime hereafter, and whether established under common law, at equity or legislatively defined. It is the Administrator shall have no duty or obligation to intention of the Parties that those fiduciary duties be affirmatively eliminated as permitted by Delaware law and under the Act and the Members hereby waive any rights with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect theretothose fiduciary duties.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 5 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each Fund's Board and the provisions of this Agreement, the Administrator shall provide to each Fund the administrative services set forth on Schedule I attached hereto.
(b) . In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) . The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally performed by the Funds' respective counsel or independent auditors.
(d) . Upon receipt of a Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) . Each Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) . Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) . The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) . Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) . The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 2 contracts
Samples: Administration Agreement (Madison Claymore Covered Call Fund), Administration Agreement (Ts&w / Claymore Tax-Advantaged Balanced Fund)
Duties and Obligations of the Administrator. (a) Subject to the succeeding provisions of this section and subject to the direction and control of each the Board of Directors of the Fund's Board and the provisions of this Agreement, the Administrator shall provide to each Fund the certain administrative services to the Fund other than those relating to the investment portfolio of the Fund, compliance with Subchapter M of the Internal Revenue Code, the distribution of the Fund and the maintenance of its financial records. A complete list of the Administrators obligations is set forth in Appendix A to this Agreement. The Administrator shall:
(i) provide its own office space, facilities and equipment and personnel for the performance of its duties under this Agreement. (ii) take, on Schedule I attached heretobehalf of the Fund, all actions which appear to the Fund's Board of Directors necessary to carry into effect the administration of the Fund's affairs.
(b) In performing hereunder, The Directors of the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally performed by the Funds' respective counsel or independent auditors.
(d) Upon receipt of a Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) Each Fund shall cause its the officers, advisorsAdvisor, sponsorDistributor, legal counsel, independent accountants, current administrator (if any) custodian and transfer agent of the Fund to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each the Fund when acting in reliance, upon the instructions, advice or any documents relating to such the Fund provided to the Administrator by any of the aforementioned aforerment toned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs Fees charged by such persons shall be borne by the appropriate Fundhe a Fund expense.
(fc) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken Any activities performed by the Administrator with respect to its duties or obligations under this Agreement section shall be performed on a best efforts basis to conform, in all material respects, to any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and the date on and/or after which such action shall be taken, Securities Act of 1933 and the Administrator shall not be liable for of any action taken rules or omitted to be taken regulations in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
force thereunder; (h2) Notwithstanding any other applicable provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: of state and federal law; (i3) the taxable nature provisions of the Articles of Incorporation and By-Laws of the Fund as amended from time to time; (4) any distribution or amount received or deemed received by, or payable to, a policies and determinations of the Board of Directors of the Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.and
Appears in 2 contracts
Samples: Administration Agreement (Stratton Monthly Dividend Shares Inc), Administration Agreement (Stratton Growth Fund Inc)
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each the Fund's Board and the provisions of this Agreement, the Administrator shall provide to each the Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any the Fund, maintenance of any the Fund's financial records or other services normally performed by the Funds' Fund's respective counsel or independent auditors.
(d) Upon receipt of a the Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any the Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent, provided the Fund has consented to such delegation.
(e) Each The Fund shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each the Fund when acting in reliance, upon the instructions, advice or any documents relating to such the Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any the Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such the Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such the Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a the Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a the Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement Agreement, Fund Administration Fee Schedule, which is incorporated herein by reference, and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each the Fund's Board and the provisions of this Agreement, the Administrator shall provide to each Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any the Fund, maintenance of any the Fund's financial records or other services normally performed by the Funds' respective counsel or independent auditors.
(d) Upon receipt of a the Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund the Fund's consent shall not be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any the Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) Each The Fund shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such the Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any the Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such the Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such the Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a the Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a the Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each the Fund's Board and the provisions of this Agreement, the Administrator shall provide to each the Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any the Fund, maintenance of any the Fund's financial records or other services normally performed by the Funds' Fund's respective counsel or independent auditors.
(d) Upon receipt of a the Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) Each The Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each the Fund when acting in reliance, upon the instructions, advice or any documents relating to such the Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any the Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such the Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund at the Fund's expense or its own counsel, at such Fund's its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or an opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a the Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a the Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
(j) The Bank shall, as agent for the Fund, maintain and keep current the books, accounts and other documents, if any, listed in Appendix A hereto and made a part hereof, as such Appendix A may be amended from time to time, and preserve any such books, accounts and other documents in accordance with the applicable provisions of Rule 31a-2 of the General Rules and Regulations under the Investment Company Act of 1940, as amended (the "Rules"). Such books, accounts and other documents shall be made available upon reasonable request for inspection by officers, employees and auditors of the Fund during the Bank's normal business hours. All records maintained and preserved by the Bank pursuant to this Agreement which the Fund is required to maintain and preserve in accordance with the above-mentioned Rules shall be and remain the property of the Fund and shall be surrendered to the Fund promptly upon request in the form in which such records have been maintained and preserved. Upon reasonable request of the Fund, the Bank shall provide in hard copy or on micro-film, whichever the Bank shall elect, any records included in any such delivery which are maintained by the Bank on a computer disc, or are similarly maintained, and the Fund shall reimburse the Bank for its expenses of providing such hard copy or micro-film.
Appears in 1 contract
Samples: Administration Agreement (Ing Clarion Global Real Estate Income Fund)
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each the Fund's ’s Board and the provisions of this Agreement, the Administrator shall provide to each the Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any the Fund, maintenance of any the Fund's ’s financial records or other services normally performed by the Funds' Fund’s respective counsel or independent auditors.
(d) Upon receipt of a the Fund's ’s prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) Each The Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each the Fund when acting in reliance, upon the instructions, advice or any documents relating to such the Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any the Fund for written instructions with respect to any matter arising in connection with the Administrator's ’s performance hereunder for such the Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund at the Fund’s expense or its own counsel, at such Fund's its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or an opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a the Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a the Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
(j) The Bank shall, as agent for the Fund, maintain and keep current the books, accounts and other documents, if any, listed in Appendix A hereto and made a part hereof, as such Appendix A may be amended from time to time, and preserve any such books, accounts and other documents in accordance with the applicable provisions of Rule 31 a-2 of the General Rules and Regulations under the Investment Company Act of 1940, as amended (the “Rules”). Such books, accounts and other documents shall be made available upon reasonable request for inspection by officers, employees and auditors of the Fund during the Bank’s normal business hours. All records maintained and preserved by the Bank pursuant to this Agreement which the Fund is required to maintain and preserve in accordance with the above-mentioned Rules shall be and remain the property of the Fund and shall be surrendered to the Fund promptly upon request in the form in which such records have been maintained and preserved. Upon reasonable request of the Fund, the Bank shall provide in hard copy or on micro-film, whichever the Bank shall elect, any records included in any such delivery which are maintained by the Bank on a computer disc, or are similarly maintained, and the Fund shall reimburse the Bank for its expenses of providing such hard copy or micro-film.
Appears in 1 contract
Samples: Administration Agreement (Ing Clarion Real Estate Income Fund)
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each Fund's Board and the provisions of this Agreement, the The Administrator shall provide to each Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall providebe responsible, at its expense, office spacefor providing all administrative services required for the operation of the Trust and each of its series, facilitiesincluding but not limited to corporate secretarial, equipment treasury, blue sky services and personnel.
fund accounting services (c) except for services that another provider is obligated by written contract with the Trust to provide to the Trust). Without limiting the generality of the foregoing, the Administrator shall be responsible for all of the services listed on Exhibit A. All services to be furnished by the Administrator under this Agreement may be furnished through the medium of any such directors, officers or employees of the Administrator. The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or perform such other services normally performed for the Trust that are mutually agreed upon by the Funds' respective counsel or independent auditors.
(d) Upon receipt of a Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder parties from time to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) Each Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereundertime. In connection with performing its duties hereunder, the Administrator shall be entitled obligated to relyexercise reasonable care and diligence, act in good faith, use its best efforts and comply with all relevant provisions of the 1940 Act, applicable rules and regulations thereunder, and shall be held harmless by each Fund when acting in relianceother applicable law, upon the instructionsTrust's Declaration of Trust and Bylaws, advice or any documents relating to such Fund provided to prospectuses and statements of additional information and the Administrator by any instructions of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out Board of Trustees of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate FundTrust.
(fb) Nothing in this Agreement shall limit In the absence of willful misfeasance, bad faith, negligence or restrict reckless disregard of obligations or duties ("disabling conduct") hereunder on the Administrator, any affiliate part of the Administrator (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection entity affiliated with the Administrator's performance hereunder for such Fund, and ) the Administrator shall not be liable subject to liability to the Trust or to any shareholder of the Trust for any action taken act or omitted to be taken by it omission in good faith in accordance with such instructions. Such application for instructions maythe course of, at the option of the Administratoror connected with, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect torendering services hereunder, including, without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Investment Company Act of 1940 (the "Act") concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Trust shall indemnify the Administrator (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or obligation entity affiliated with the Administrator) from any liability arising from the Administrator's conduct under this Agreement to determinethe extent permitted by the Trust's Declaration of Trust and applicable law. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator agrees to indemnify and hold harmless the Trust and each of its Trustees, officers, employees and shareholders from all claims and liabilities (including without limitation, liabilities under the Securities Act of 1933, the Securities Exchange Act of 1934, and the 1940 Act, and any state and foreign securities laws, all as amended from time to time) and expenses, including (without limitation) reasonable attorneys fees and disbursements, arising directly or indirectly from any action or thing which the Administrator takes or does or omits to take or do which is in violation of this Agreement or not in accordance with instructions properly given to the Administrator, or advise arising out of the Administrator's own willful misfeasance, bad faith, negligence or notify any Fund of: (i) the taxable nature reckless disregard of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect duties and obligations under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect theretothis Agreement.
(ic) The It is agreed that the Administrator shall have no duties responsibility or responsibilities whatsoever liability for the accuracy or completeness of the Trust's Registration Statement under the Act except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against for information supplied by the Administrator or negligently omitted by the Administrator for inclusion therein.
(d) The Administrator shall, for all purposes herein, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in connection with this Agreementany way and shall not be deemed an agent of the Trust.
Appears in 1 contract
Samples: Administration Agreement (Puget Sound Alternative Investment Series Trust)
Duties and Obligations of the Administrator. (a) Subject to the succeeding provisions of this paragraph and subject to the direction and general control of each the Fund's Board and the provisions of this AgreementDirectors, the Administrator shall act as administrator to provide to each Fund the all management and administrative services set forth reasonably necessary for the Fund's operation, other than those services Lend Lease Hyperion Capital Advisors, L.L.C. provides to the Fund pursuant to the Investment Management Contract or are provided by a sub-administrator pursuant to a written contract with the Administrator. The services to be provided by the Administrator shall include but not be limited to those enumerated on Schedule I attached Exhibit A hereto. The personnel providing these services may be the Administrator's employees or employees of its affiliates or of other organizations. The Administrator shall make periodic reports to the Fund's Board of Directors in the performance of its obligations under this Agreement.
(b) In performing hereunderThe Administrator may from time to time employ, the Administrator shall provide, subcontract with or otherwise associate itself with entirely at its expense, office spacesuch persons as it believes to be particularly fitted to assist it in the execution of its duties hereunder. While this agreement is in effect, facilitiesthe Administrator or persons or its affiliates other than the Fund ("the affiliates"), equipment will provide persons satisfactory to Board of Directors to be elected or appointed officers or employees of the Fund. These shall be a president, a secretary, a treasurer, and personnelsuch additional officers and employees as may be necessary for the conduct of Fund business.
(c) The Administrator or its affiliates will also provide persons, who may be Fund officers, to (i) supervise the performance of bookkeeping and related services and calculation of net asset value and yield by the Fund bookkeeping agent, (ii) prepare reports to and the filings with regulatory authorities, and (iii) perform such clerical, other office and shareholder services for the Fund as it may from time to time request. Such personnel may be employees of the Administrator or employees of the Administrator affiliates or of other organizations. Notwithstanding the preceding, the Administrator shall not provide be required to perform any accounting services not expressly provided for herein. The Fund will pay to the Administrator the cost of such personnel for rendering such services at such rates as shall from time to time be agreed upon between the parties, provided that the Fund shall not bear or pay any costs in respect of any services relating to performed for the management, investment advisory or sub-advisory functions Fund by officers of any Fund, distribution of shares of any Fund, maintenance of any Fundthe Administrator's financial records or other services normally performed by the Funds' respective counsel or independent auditorsaffiliates.
(d) Upon receipt The Administrator or its affiliates will also furnish the Fund such administrative and management supervision and assistance and such office facilities as it may believe appropriate or as the Fund may reasonably request subject to the requirements of a Fund's prior written consent any applicable regulatory authority. The Administrator or its affiliates will also pay the expenses of promoting the sale of Fund shares (which shall not be unreasonably withheldother than the costs of preparing, printing and filing the Registration Statement, printing copies of the prospectus contained therein and complying with other applicable regulatory requirements), except to the extent that the Fund is permitted to bear such expenses under a plan that may in the future be adopted pursuant to Rule 12b-1 under the 1940 Act or a similar rule.
(e) The Administrator may delegate any shall give the Fund the benefit of its duties best judgment and obligations efforts in rendering these services hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding but the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund hereunder for any loss mistake of judgment or damage arising out offor any other cause, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as provided that nothing herein shall protect the Administrator acts in good against any liability to the Fund or to its security holders by reason of willful misfeasance, bad faith and without or gross negligence or willful misconduct in the selection performance of such delegee or agent.
(e) Each Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, or by reason of its reckless disregard of its obligations and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fundduties hereunder.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of prevent the Administrator or any officer director, officer, employee or employee other affiliate thereof from acting as administrator for any other person, firm or with corporation, or from engaging in any third parties.
(g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fundother lawful activity, and shall not in any way limit or restrict the Administrator shall not or any of its partners, officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions mayacting, at the option of the Administratorprovided, set forth in writing any action proposed to be taken or omitted to be taken by however, that the Administrator with respect to will undertake no activities which, in its duties or judgment, will adversely affect the performance of its obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Administrative Services Contract (Equitable Real Estate Hyperion High Yld Cmmercl Mortg Fd Inc)
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each the Fund's ’s Board and the provisions of this Agreement, the Administrator shall provide to each the Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any the Fund, maintenance of any the Fund's ’s financial records or other services normally performed by the Funds' Fund’s respective counsel or independent auditors.
(d) Upon receipt of a the Fund's ’s prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) Each The Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each the Fund when acting in reliance, upon the instructions, advice or any documents relating to such the Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any the Fund for written instructions with respect to any matter arising in connection with the Administrator's ’s performance hereunder for such the Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund at the Fund’s expense or its own counsel, at such Fund's its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or an opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a the Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a the Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
(j) The Bank shall, as agent for the Fund, maintain and keep current the books, accounts and other documents, if any, listed in Appendix A hereto and made a part hereof, as such Appendix A may be amended from time to time, and preserve any such books, accounts and other documents in accordance with the applicable provisions of Rule 31a-2 of the General Rules and Regulations under the Investment Company Act of 1940, as amended (the “Rules”). Such books, accounts and other documents shall be made available upon reasonable request for inspection by officers, employees and auditors of the Fund during the Bank’s normal business hours. All records maintained and preserved by the Bank pursuant to this Agreement which the Fund is required to maintain and preserve in accordance with the above-mentioned Rules shall be and remain the property of the Fund and shall be surrendered to the Fund promptly upon request in the form in which such records have been maintained and preserved. Upon reasonable request of the Fund, the Bank shall provide in hard copy or on micro-film, whichever the Bank shall elect, any records included in any such delivery which are maintained by the Bank on a computer disc, or are similarly maintained, and the Fund shall reimburse the Bank for its expenses of providing such hard copy or micro-film.
Appears in 1 contract
Samples: Administration Agreement (Ing Clarion Global Real Estate Income Fund)
Duties and Obligations of the Administrator. (a) a. Subject to the direction and control of each Fund's Board and the provisions of this Agreement, the Administrator shall provide to each Fund the administrative services set forth on Schedule I attached hereto.
(b) b. In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) c. The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally performed by the Funds' respective counsel or independent auditors.
(d) d. Upon receipt of a Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) e. Each Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) f. Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) g. The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) h. Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) i. The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Administration Agreement (Dreman Claymore Dividend & Income Fund)
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each the Fund's ’s Board and the provisions of this Agreement, the Administrator shall provide to each the Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any the Fund, distribution of shares of any the Fund, maintenance of any the Fund's ’s financial records or other services normally performed by the Funds' respective Fund’s counsel or independent auditors.
(d) Upon receipt of a the Fund's ’s prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no the consent of the Fund consent shall not be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any the Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) Each The Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such the Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each the Fund when acting in reliance, upon the instructions, advice or any documents relating to such the Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any the Fund for written instructions with respect to any matter arising in connection with the Administrator's ’s performance hereunder for such the Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such the Fund's ’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a the Fund, (ii) the taxable nature or effect on a the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a the Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a the Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Administration Agreement (Advent/Claymore Global Convertible Securities & Income Fund)
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each Fund's Board and the provisions of this Agreement, the Administrator shall provide to each Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall sha11 provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally norma11y performed by the Funds' respective counsel or independent indecendent auditors.
(d) Upon receipt of a Fund's prior written consent (which shall xxxxx not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful wilful misconduct in the selection of such delegee or agent.
(e) Each Fund shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator Administor shall be entitled to rely, and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of cf the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Administrator. (a) Subject to the succeeding provisions of this paragraph and subject to the direction and general control of each the Fund's Board and the provisions of this AgreementDirectors, the Administrator shall act as administrator to provide to each Fund the all management and administrative services set forth reasonably necessary for the Fund's operation, other than those services Equitable Real Estate Hyperion Capital Advisors, L.L.C. provides to the Fund pursuant to the Investment Management Contract. The services to be provided by the Administrator shall include but not be limited to those enumerated on Schedule I attached Exhibit A hereto. The personnel providing these services may be the Administrator's employees or employees of its affiliates or of other organizations. The 299815.1 Administrator shall make periodic reports to the Fund's Board of Directors in the performance of its obligations under this Agreement.
(b) In performing hereunderThe Administrator may from time to time employ, the Administrator shall provide, subcontract with or otherwise associate itself with entirely at its expense, office spacesuch persons as it believes to be particularly fitted to assist it in the execution of its duties hereunder. While this agreement is in effect, facilitiesthe Administrator or persons or its affiliates other than the Fund ("the affiliates"), equipment will provide persons satisfactory to Board of Directors to be elected or appointed officers or employees of the Fund. These shall be a president, a secretary, a treasurer, and personnelsuch additional officers and employees as may be necessary for the conduct of Fund business.
(c) The Administrator or its affiliates will also provide persons, who may be Fund officers, to (i) supervise the performance of bookkeeping and related services and calculation of net asset value and yield by the Fund bookkeeping agent, (ii) prepare reports to and the filings with regulatory authorities, and (iii) perform such clerical, other office and shareholder services for the Fund as it may from time to time request. Such personnel may be employees of the Administrator or employees of the Administrator affiliates or of other organizations. Notwithstanding the preceding, the Administrator shall not provide be required to perform any accounting services not expressly provided for herein. The Fund will pay to the Administrator the cost of such personnel for rendering such services at such rates as shall from time to time be agreed upon between the parties, provided that the Fund shall not bear or pay any costs in respect of any services relating to performed for the management, investment advisory or sub-advisory functions Fund by officers of any Fund, distribution of shares of any Fund, maintenance of any Fundthe Administrator's financial records or other services normally performed by the Funds' respective counsel or independent auditorsaffiliates.
(d) Upon receipt The Administrator or its affiliates will also furnish the Fund such administrative and management supervision and assistance and such office facilities as it may believe appropriate or as the Fund may reasonably request subject to the requirements of a Fund's prior written consent any applicable regulatory authority. The Administrator or its affiliates will also pay the expenses of promoting the sale of Fund shares (which shall not be unreasonably withheldother than the costs of preparing, printing and filing the Registration Statement, printing copies of the prospectus contained therein and complying with other applicable regulatory requirements), except to the extent that the Fund is permitted to bear such expenses under a plan that may in the future be adopted pursuant to Rule 12b-1 under the 1940 Act or a similar rule.
(e) The Administrator may delegate any shall give the Fund the benefit of its duties best judgment and obligations efforts in rendering these services hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding but the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund hereunder for any loss mistake of judgment or damage arising out offor any other cause, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as provided that nothing herein shall protect the Administrator acts in good against any liability to the Fund or to its security holders by reason of willful misfeasance, bad faith and without or gross negligence or willful misconduct in the selection performance of such delegee or agent.
(e) Each Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, or by reason of its reckless disregard of its obligations and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fundduties hereunder.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of prevent the Administrator or any officer director, officer, employee or employee other affiliate thereof from acting as administrator for any other person, firm or with corporation, or from engaging in any third parties.
(g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fundother lawful activity, and shall not in any way limit or restrict the Administrator shall not or any of its partners, officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions mayacting, at the option of the Administratorprovided, set forth in writing any action proposed to be taken or omitted to be taken by however, that the Administrator with respect to will undertake no activities which, in its duties or judgment, will adversely affect the performance of its obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Administrative Services Contract (Equitable Real Estate Hyperion High Yld Cmmercl Mortg Fd Inc)
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each Fund's Board and the provisions of this Agreement, the Administrator shall provide to each Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally performed by the Funds' respective counsel or independent auditors.
(d) Upon receipt of a Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful wilful misconduct in the selection of such delegee or agent.
(e) Each Fund shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator administrator, (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each the Fund's Board and the provisions of this Agreement, the Administrator shall provide to each the Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally performed by the Funds' Fund's respective counsel or independent auditors.
(d) Upon receipt of a Fund's prior written consent (In the event that the Fund requests that the Administrator perform services which shall are not be unreasonably withheld)included in or contemplated by Schedule I and the Administrator agrees to provide such services, the Administrator may in connection therewith delegate any of its duties and obligations hereunder responsibilities to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Any such delegation of duties and responsibilities shall require the prior written consent of the Fund (which shall not be unreasonably withheld). Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. (hereinafter referred to as a "BNY Affiliate"), provided that the Administrator promptly notifies the Fund in writing of such delegation. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder hereunder, other than a BNY Affiliate, so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) Each Fund shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any) and transfer agent agent, and other service provider to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of the Administrator, is necessary in order to enable the Administrator it to perform its duties hereunder. In connection with its duties hereunder, the The Administrator shall not be entitled responsible for, under any duty to relyinquire into, and shall or be held harmless by each Fund when acting in reliancedeemed to make an y assurances with respect to the accuracy, upon the instructionsvalidity or propriety of any information, documents or advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator and shall be held harmless by each Fund when acting in reliance upon its written request as such information, documents or advice relating to such Fund, provided hereinthat any action taken or omitted by the Administrator in reliance upon such advice, information or documentation is in good faith and without negligence. All fees or costs charged by such persons shall be borne by the appropriate Fund. In the event that any services performed by the Administrator hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by the Administrator which the Administrator in its reasonable judgment deems reliable, the Administrator shall not have any responsibility or liability for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information, provided that any action taken or omitted by the Administrator in reliance upon such information is in good faith and without negligence.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer office or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of duly authorized agent of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action reasonably taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such the Administrator's expense (unless otherwise agreed by the Fund's expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Administrator. (a) Subject to the direction and control of each Fundthe Corporation's Board and the provisions of this Agreement, the Administrator shall provide to each Fund Series the administrative adminis trative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator Administrator, in its role as administrator, shall not provide any services relating to the management, investment advisory or sub-advisory functions of any FundSeries, distribution of shares of any Fund, maintenance of any Fund's financial records Series or other services normally performed by the FundsSeries' respective counsel or independent auditors.
(d) Upon receipt of a Fund's Series' prior written consent (which shall not be unreasonably withheld)consent, the Administrator may delegate any of its duties and obligations obliga tions hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund Series for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without gross negligence or willful wilful misconduct in the selection of such delegee or agent.
(e) Each Fund The Corporation shall cause its officers, advisorsadvi sors, sponsor, distributor, legal counsel, independent accountants, current administrator (if any) accountants and transfer agent to cooperate with the Administrator Admin istrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund Series as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, and shall be held harmless by each Fund Series when acting in reliance, upon the instructions, advice or any documents relating to such Fund Series provided to the Administrator by any of the aforementioned aforemen tioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate FundSeries.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities respons ibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
(h) The Administrator is hereby authorized to contract with one or more third parties for the provision of the administrative services set forth on Schedule I hereto; provided that no assignment of responsibility will release the Administrator from its primary responsibility for providing such services to each Series.
Appears in 1 contract
Duties and Obligations of the Administrator. (a) Subject to the general direction and control of each Fund's Xxxxxxxx'x Board and the provisions of this Agreement, the Administrator shall provide to each Fund all administrative services necessary for the administrative operation of such Fund, including without limitation those services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide under this Agreement any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, maintenance of any Fund's financial records or other services normally performed by the Funds' respective counsel or independent auditors.
(d) Upon receipt of a Fund's prior written consent (which shall not be unreasonably withheld), the Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. It is understood that the Administrator and BISYS Fund Services Ohio, Inc. (the "Subadministrator") will enter into the Sub-Administration Agreement attached as Exhibit B. Notwithstanding the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Administrator acts in good faith and without negligence or willful misconduct in the selection and supervision of such delegee or agent.
(e) Each Fund Xxxxxxxx shall cause its officers, advisors, sponsordistributor, legal counsel, independent accountants, current administrator (if any) transfer agent, and transfer agent any other service provider to cooperate with the Administrator and to provide the Administrator, upon its written reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which in the opinion of the Administrator, is necessary in order to enable the Administrator it to perform its duties hereunder. In connection with its duties hereunder, the The Administrator shall not be entitled responsible for, under any duty to relyinquire into, and shall or be held harmless by each Fund when acting in reliancedeemed to make any assurances with respect to the accuracy, upon the instructionsvalidity or propriety of any information, documents or advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned personspersons which are not affiliated persons (as defined in the 0000 Xxx) of the Administrator or any Subadministrator ("Affiliated Persons"). The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons herein and shall be borne held harmless by each Fund when acting in reliance upon such information, documents or advice relating to such Fund. In the event that any services performed by the appropriate FundAdministrator hereunder rely, in whole or in part, upon information obtained from a service provider which is not an Affiliated Person utilized or subscribed to by the Administrator which the Administrator in its reasonable judgment deems reliable, the Administrator shall not have any responsibility or liability for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of the Administrator or any officer or employee thereof from acting as administrator for or with any third parties.
(g) The Administrator may consult with counsel to the appropriate Fund, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) The Administrator may apply in writing to an officer or duly authorized agent of any Fund (with a copy to the Fund's Chief Compliance Officer) for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fund, and the Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Administrator. (a) Subject to the succeeding provisions of this paragraph and subject to the direction and general control of each the Fund's Board and the provisions of this AgreementDirectors, the Administrator shall act as administrator to provide to each Fund the all management and administrative services set forth reasonably necessary for the Fund's operation, other than those services Lend Lease Hyperion Capital Advisors, L.L.C. provides to the Fund pursuant to the Investment Management Contract or are provided by a sub-administrator pursuant to a written contract with the Administrator. The services to be provided by the Administrator shall include but not be limited to those enumerated on Schedule I attached Exhibit A hereto. The personnel providing these services may be the Administrator's employees or employees of its affiliates or of other organizations. The Administrator shall make periodic reports to the Fund's Board of Directors in the performance of its obligations under this Agreement.
(b) In performing hereunderThe Administrator may from time to time employ, the Administrator shall provide, subcontract with or otherwise associate itself with entirely at its expense, office spacesuch persons as it believes to be particularly fitted to assist it in the execution of its duties hereunder. While this agreement is in effect, facilitiesthe Administrator or persons or its affiliates other than the Fund ("the affiliates"), equipment will provide persons satisfactory to Board of Directors to be elected or appointed officers or employees of the Fund. These shall be a president, a secretary, a treasurer, and personnelsuch additional officers and employees as may be necessary for the conduct of Fund business.
(c) The Administrator or its affiliates will also provide persons, who may be Fund officers, to (i) supervise the performance of bookkeeping and related services and calculation of net asset value and yield by the Fund bookkeeping agent, (ii) prepare reports to and the filings with regulatory authorities, and (iii) perform such clerical, other office and shareholder services for the Fund as it may from time to time request. Such personnel may be employees of the Administrator or employees of the Administrator affiliates or of other organizations. Notwithstanding the preceding, the Administrator shall not provide be required to perform any accounting services not expressly provided for herein. The Fund will pay to the Administrator the cost of such personnel for rendering such services at such rates as shall from time to time be agreed upon between the parties, provided that the Fund shall not bear or pay any costs in respect of any services relating to performed for the management, investment advisory or sub-advisory functions Fund by officers of any Fund, distribution of shares of any Fund, maintenance of any Fundthe Administrator's financial records or other services normally performed by the Funds' respective counsel or independent auditorsaffiliates.
(d) Upon receipt The Administrator or its affiliates will also furnish the Fund such administrative and management supervision and assistance and such office facilities as it may believe appropriate or as the Fund may reasonably request subject to the requirements of a Fund's prior written consent any applicable regulatory authority. The Administrator or its affiliates will also pay the expenses of promoting the sale of Fund shares (which shall not be unreasonably withheldother than the costs of preparing, printing and filing the Registration Statement, printing copies of the prospectus contained therein and complying with other applicable regulatory requirements), except to the extent that the Fund is permitted to bear such expenses under a plan that may in the future be adopted pursuant to Rule 12b-1 under the 1940 Act or a similar rule.
(e) The Administrator may delegate any shall give the Fund the benefit of its duties best judgment and obligations efforts in rendering these services hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding but the foregoing, no Fund consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc. The Administrator shall not be liable to any Fund hereunder for any loss mistake of judgment or damage arising out offor any other cause, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as provided that nothing; herein shall protect the Administrator acts in good against any liability to the Fund or to its security holders by reason of willful misfeasance, bad faith and without or gross negligence or willful misconduct in the selection performance of such delegee or agent.
(e) Each Fund shall cause its officers, advisors, sponsor, legal counsel, independent accountants, current administrator (if any) and transfer agent to cooperate with the Administrator and to provide the Administrator, upon its written request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, in order to enable the Administrator to perform its duties hereunder. In connection with its duties hereunder, the Administrator shall be entitled to rely, or by reason of its reckless disregard of its obligations and shall be held harmless by each Fund when acting in reliance, upon the instructions, advice or any documents relating to such Fund provided to the Administrator by any of the aforementioned persons. The Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to the Administrator upon its written request as provided herein. All fees or costs charged by such persons shall be borne by the appropriate Fundduties hereunder.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any affiliate of prevent the Administrator or any officer director, officer, employee or employee other affiliate thereof from acting as administrator for any other person, firm or with corporation, or from engaging in any third parties.
(g) The Administrator may apply to an officer of any Fund for written instructions with respect to any matter arising in connection with the Administrator's performance hereunder for such Fundother lawful activity, and shall not in any way limit or restrict the Administrator shall not or any of its partners, officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions mayacting, at the option of the Administratorprovided, set forth in writing any action proposed to be taken or omitted to be taken by however, that the Administrator with respect to will undertake no activities which, in its duties or judgment, will adversely affect the performance of its obligations under this Agreement and the date on and/or after which such action shall be taken, and the Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Administrator may consult with counsel to the appropriate Fund or its own counsel, at such Fund's expense, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any Schedule hereto, the Administrator shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify any Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to it shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Administrative Services Contract (Hyperion Strategic Bond Fund Inc)
