Common use of Fund Instructions Clause in Contracts

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 39 contracts

Samples: Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Hedged Equity Income Fund: Series A4), Administration, Fund Accounting and Recordkeeping Agreement (FT Vest Total Return Income Fund: Series A4), Administration, Fund Accounting and Recordkeeping Agreement (Variant Alternative Lending Fund)

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Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 12 contracts

Samples: Transfer Agency Agreement (Jackson Credit Opportunities Fund), Transfer Agency Agreement (Forum Real Estate Income Fund), Transfer Agency and Service Agreement (Eagle Point Institutional Income Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 8 contracts

Samples: Administration, Fund Accounting and Recordkeeping Agreement (CPG Vintage Access Fund VII, LLC), Administration, Fund Accounting and Recordkeeping Agreement (CPG Focused Access Fund, LLC), Administration, Fund Accounting and Recordkeeping Agreement (CPG Vintage Access Fund VI, LLC)

Fund Instructions. (i) The Manager of the Fund Investment Adviser shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as reasonably necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Investment Adviser or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel. (v) The Administrator shall cooperate with, and act as liaison to, the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit related schedules with respect to the Fund. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that any reasonably requested or necessary information is made available to such accountants for the expression of their opinion, as to the financial statements of the Fund or as may otherwise be required by federal securities laws or the Fund.

Appears in 6 contracts

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Asset Endowment Master Fund), Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Alternatives Master Fund), Administration, Fund Accounting and Recordkeeping Agreement (Gottex Multi-Asset Endowment Fund - II)

Fund Instructions. (i) The Manager of the Fund shall use reasonable efforts to cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 5 contracts

Samples: Transfer Agency Agreement (StepStone Private Credit Income Fund), Transfer Agency Agreement (StepStone Private Markets), Transfer Agency Agreement (StepStone Private Infrastructure Fund)

Fund Instructions. (i) The Manager of the Fund General Partner shall cause the Investment AdviserGeneral Partner’s officers, custodian, and the Fund’s legal counsel, independent accountants accountants, administrator, fund accountant, and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned personsTransfer Agent. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Person, agent, agent or representative or employee of the Manager, the Fund, Investment Adviser General Partner, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund General Partner shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the FundGeneral Partner. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund General Partner agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund General Partner with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 5 contracts

Samples: Transfer Agency Agreement, Transfer Agency Agreement (Tactical Diversified Futures Fund L.P.), Transfer Agency Agreement (Managed Futures Premier Graham L.P.)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Manager or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 5 contracts

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Destra Investment Trust), Administration, Fund Accounting and Recordkeeping Agreement (Ramius IDF Master Fund LLC), Administration, Fund Accounting and Recordkeeping Agreement (Ramius IDF LLC)

Fund Instructions. (i) The Manager Board of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to reasonably cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the ManagerBoard, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager Board resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 4 contracts

Samples: Transfer Agency and Recordkeeping Agreement (Cascade Private Capital Fund), Administration, Fund Accounting and Recordkeeping Agreement (Cliffwater Enhanced Lending Fund), Administration, Fund Accounting and Recordkeeping Agreement (Cliffwater Enhanced Lending Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 3 contracts

Samples: Transfer Agency Agreement (AIP Alternative Lending Fund A), Transfer Agency Agreement (AIP Alternative Lending Fund P), Transfer Agency Agreement (Morgan Stanley Global Long/Short Fund P)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to reasonably cooperate with Administrator and to provide Administrator with such information, documents and communications as reasonably necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Manager or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the FundFund or the Manager. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable timefive business days, upon written or electronic notice to the Fund, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, Fund and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with such advice of counselcounsel for the Fund.

Appears in 3 contracts

Samples: Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Fund VII LP), Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Fund VI Advisory LP), Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Fund VI LP)

Fund Instructions. (i) The Manager of the Fund shall use reasonable efforts to cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then, upon notice to the Fund, Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 3 contracts

Samples: Transfer Agency Agreement (Jackson Real Assets Fund), Transfer Agency Agreement (Jackson Real Assets Fund), Transfer Agency Agreement (Jackson Credit Opportunities Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviserprime broker, any sub-advisers and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Manager or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 2 contracts

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Paramount Access Fund), Administration, Fund Accounting and Recordkeeping Agreement (Paramount Institutional Access Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any an officer or Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 2 contracts

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Infinity Long/Short Equity Fund, LLC), Administration, Fund Accounting and Recordkeeping Agreement (Infinity Long/Short Equity Fund, LLC)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Trust or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 2 contracts

Samples: Transfer Agency Agreement (Archstone Alternative Solutions Fund), Transfer Agency Agreement (Corsair Opportunity Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Manager or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel. i) Administrator represents and warrants to the Fund that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) Administrator will provide office space, facilities, equipment and personnel sufficient to carry out its services hereunder and Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. (iv) Administrator shall exercise reasonable care in the performance of the Services.

Appears in 2 contracts

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust II), Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust II)

Fund Instructions. (i) The Manager of the Fund Investment Adviser shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Investment Adviser or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 2 contracts

Samples: Administration, Fund Accounting and Transfer Agent Agreement (Bluestone Community Development Fund), Administration, Fund Accounting and Transfer Agent Agreement (Pennant 504 Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, directors, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees Any fees charged by such persons the Fund's legal counsel, independent accountants, administrator, fund accountant, Custodian or other service providers and agents in connection with the actions referenced in this Section 3(g) shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persondirector, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (BBR ALO Fund, LLC)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers and shall use its best efforts to cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager Board resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith and in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Monachil Credit Income Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Manager or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel. i) Administrator represents and warrants to the Fund that:

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or Personor by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (JHW Pan Asia Strategies TE Fund, LLC)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (Hamilton Lane Private Infrastructure Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all InstructionsInstructions by an Authorized Person, or communications, information or documents provided to Administrator Transfer Agent by any an Authorized Person or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (BMO Lloyd George Frontier Markets Equity Fund)

Fund Instructions. (i) The Manager of the Fund fund shall cause the Fund’s officers, trustees. Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant. Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator . Transfer Agent shall (without investigation or verification) be entitled, and EXECUTION COPY is hereby instructed to, . rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, . Investment Adviser Adviser. Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer .Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator . Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (Wildermuth Endowment Strategy Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund's officers and trustees and shall use its best efforts to cause the Fund's Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the th.e performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith and in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (FlowStone Opportunity Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund.. EXECUTION COPY (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Relative Value Fund)

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Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as reasonably requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person an authorized representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith and in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (SKK Access Income Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may the Transfer Agent will notify the Fund that it intends to seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (ABS Global Equity Long/Short RIC)

Fund Instructions. (i) The Manager of the Fund shall use reasonable efforts to cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, Administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (Alti Private Equity Access & Commitments Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian, and other service providers and agents, agents (past or and present, for the Fund ) to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents documents, and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information information, or documents provided to Administrator Transfer Agent by any an Authorized Person or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal removal, or change of authority of any Authorized Person, it being understood Administrator . Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents agents, or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when When oral Instructions are given, it shall, the Fund shall confirm such Instructions in writing upon the request of Administrator, confirm such Instructions in writingTransfer Agent. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund (at the expense of the Fund, ) or its own legal counsel (at its own expense), and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (MA Specialty Credit Income Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Corbin Multi-Strategy Fund, LLC)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to reasonably cooperate with Administrator and to provide Administrator with such information, documents and communications as reasonably necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Investment Adviser or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable timefive business days, upon written or electronic notice to the Fund, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, Fund and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with such advice of counselcounsel for the Fund.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (NB Crossroads Private Markets Access Fund LLC)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, trustees, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as reasonably necessary and/or appropriate or as reasonably requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that , so long as it reasonably believes such Instruction, communication, information or document to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persontrustee, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (SEI Alternative Income Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, directors, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persondirector, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (IDR Core Property Index Fund LTD)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (JHW Pan Asia Strategies Master Fund, LLC)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers, directors, Investment Adviser, custodian, legal counsel, independent accountants accountants, administrator, fund accountant, Custodian and other service providers and agents, past or present, for the Fund to cooperate with Administrator Transfer Agent and to provide Administrator Transfer Agent with such information, documents and communications as necessary and/or appropriate or as requested by AdministratorTransfer Agent, in order to enable Administrator Transfer Agent to perform the Services. In connection with the performance of the Services, Administrator Transfer Agent shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator Transfer Agent by any Authorized Person a representative of the Fund, the Investment Adviser, or by any of the aforementioned persons. Administrator Transfer Agent shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator Transfer Agent shall not be held to have notice of any change of authority of any Authorized Persondirector, officer, agent, representative or employee of the Manager, the Fund, Investment Adviser Adviser, Authorized Person or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator Transfer Agent with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator Transfer Agent shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) AdministratorTransfer Agent, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of AdministratorTransfer Agent, confirm such Instructions in writing. (iv) At any time, Administrator Transfer Agent may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator then Transfer Agent may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Transfer Agency Agreement (Monroe Capital Income Plus Corp)

Fund Instructions. (i) The Manager Board of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the ManagerBoard, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager Board resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Agility Multi-Asset Income Fund)

Fund Instructions. (i) The Manager Board of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Board or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the ManagerBoard, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Persimmon Growth Partners Investor Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by an any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (JHW Pan Asia Strategies Fund, LLC)

Fund Instructions. (i) The Manager of the Fund shall cause the Fund’s officers and trustees and shall use its best efforts to cause the Fund’s Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person a representative of the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith and in accordance with such instructions Instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Cresset Private Markets Opportunity Fund)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Manager or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel. i) Administrator represents and warrants to the Fund that:

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust)

Fund Instructions. (i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person an officer or representative of the Manager or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

Appears in 1 contract

Samples: Administration, Fund Accounting and Recordkeeping Agreement (Investment Managers Series Trust)

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