Common use of Fund Responsibilities Clause in Contracts

Fund Responsibilities. 3.1. The management and control of the Fund are vested exclusively in the Fund’s governing body (e.g., the board of directors or trustees for a Fund that is a mutual fund or the Trustee for a Fund that is a collective trust, as applicable) and such officers and agents as may be appointed by the board from time to time, subject to the terms and provisions of the Fund’s Governing Documents. The Fund’s governing body and the duly appointed officers and agents appointed by the governing body on behalf of the Fund will make all decisions, perform all management functions relating to the operation of the Fund and shall authorize all Transactions. Without limiting the foregoing, the Fund shall: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund. (b) Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and inform DST of any errors that it is in a position to identify. (c) Provide DST with timely and accurate information required by DST in order to perform the Services and its duties and obligations hereunder. 3.2. Without limiting DST’s obligations to comply with applicable Law and the Fund’s Governing Documents, the Fund is responsible for ensuring that it complies with Law and its respective Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. The Fund will notify DST in writing of any changes to the Fund Governing Documents, with the exception of minutes of meetings of the board of directors, that may materially impact the Services prior to such changes taking effect. DST is not responsible for monitoring compliance by the Fund with (i) Law, or (ii) its respective Governing Documents. 3.3. In the event that Market Data is supplied to or through DST Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by the Fund in connection with the Services and (ii) not be disseminated by the Fund or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither DST nor any Data Supplier shall be liable to the Fund or any other Person for any Losses with respect to Market Data, reliance by DST Associates or the Fund on Market Data or the provision of Market Data in connection with this Agreement. 3.4. The Fund shall deliver, and procure that its agents, counsel, advisors, auditors, and any other Persons promptly deliver to DST all Fund Data. The Fund shall arrange with each such Person to deliver such information and materials on a timely basis, and DST will not be required to enter any agreements with that Person in order for DST to provide the Services. 3.5. Notwithstanding anything in this Agreement to the contrary, so long as they act in good faith and without negligence, willful misconduct or fraud, DST Associates shall be entitled to rely on the authenticity, completeness and accuracy of information and communications received by DST Associates from Authorized Persons, or Proper Instructions from the Fund in connection with the performance of the Services and DST’s duties and obligations hereunder, without further enquiry or liability.

Fund Responsibilities. 3.1. The management and control of the Fund are vested exclusively in the Fund’s governing body (e.g., the board of directors or trustees for a Fund that is a mutual fund or (the Trustee for a Fund that is a collective trust, as applicable“Board”) and such officers and agents as may be appointed delegated by the board from time to timeBoard and Management, subject to the terms and provisions of the Fund’s Governing Documents. The Fund, the Fund’s governing body investment adviser and the duly appointed officers Administrator are responsible for and agents appointed by the governing body on behalf of the Fund will make all decisions, perform all management functions relating to the operation of the Fund Fund, and shall authorize and be responsible for all Transactionstransactions. Without limiting the foregoing, the Fund Client shall: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund. (b) Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and promptly inform DST SS&C of any errors that it is in a position to identify. (c) Provide, or cause to be provided, and accept responsibility for, valuations of Fund’s assets and liabilities in accordance with Fund’s written valuation policies. (d) Provide DST SS&C with timely and accurate information including trading and Fund investor records, valuations and any other items required by DST SS&C in order to perform the Services and its duties and obligations hereunder. 3.2. Without limiting DST’s obligations The Services, including any services that involve price comparison to comply with applicable Law vendors and the other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to Fund and do not limit or modify Fund’s Governing Documents, responsibility for determining the value of Fund’s assets and liabilities. 3.3. Fund is and Administrator are each solely and exclusively responsible for ensuring that it complies with Law and its respective Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. The Fund will notify DST SS&C in writing of any changes to the Fund Governing Documents, with the exception of minutes of meetings of the board of directors, Documents that may materially impact the Services and/or that affect Fund’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effect. DST SS&C is not responsible for monitoring compliance by the Fund with (i) Law, or (ii) its respective Governing DocumentsDocuments or (iii) any investment restrictions. 3.33.4. In the event that Market Data is supplied to or through DST SS&C Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by the Fund Client in connection with the Services and (ii) not be (A) disseminated by the Fund Client or (B) used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither DST SS&C nor any Data Supplier shall be liable to the Fund Client or any other Person for any Losses with respect to Market Data, reliance by DST SS&C Associates or the Fund Client on Market Data or the provision of Market Data in connection with this Agreement. 3.43.5. The Fund Client shall deliver, and procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons promptly deliver deliver, to DST SS&C, all Client Data and the then most current version of all Fund DataGoverning Documents and any other material Fund agreements. The Fund shall arrange with each such Person to deliver such information and materials on a timely basis, and DST SS&C will not be required to enter any agreements with that Person in order for DST SS&C to provide the Services. 3.53.6. Notwithstanding anything in this Agreement to the contrary, so long as they act in good faith and without negligence, willful misconduct or fraud, DST SS&C Associates shall be entitled to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature received by DST SS&C Associates from Authorized Persons, or Proper Instructions from the Fund in connection with the performance of the Services and DSTSS&C’s duties and obligations hereunder, without further enquiry or liability. 3.7. Notwithstanding anything in this Agreement to the contrary, if SS&C is in doubt as to any action it should or should not take in its provision of Services, SS&C Associates may request directions, advice or instructions from Fund, or as applicable, Management, custodian or other service providers. If SS&C is in doubt as to any question of law pertaining to any action it should or should not take, Fund will make available to and SS&C Associates may request advice from counsel for any of Fund, Fund’s independent board members, its officers, or Management (including its investment adviser or sub-adviser), each at Client’s expense.