RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company. B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 29 contracts
Samples: Fund Accounting Services Agreement (Federated Core Trust/Pa), Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement (Trust for Short Term U S Government Securities), Fund Accounting Services Agreement (Federated Stock & Bond Fund Inc /Md/)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 27 contracts
Samples: Fund Accounting Services Agreement (Federated Total Return Series Inc), Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement (Federated Income Securities Trust), Fund Accounting Services Agreement (Cash Trust Series Ii)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
. B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The the Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 16 contracts
Samples: Fund Accounting Services Agreement (Federated U S Government Securities Fund 2-5 Years), Fund Accounting Services Agreement (Federated Us Government Bond Fund), Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement (Federated Master Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 7 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE.
c. Notwithstanding the foregoing provisions in this Section 7, the Trust and the Administrator agree: TRANSFER AGENCY SERVICES(1) that the liability of the Administrator to the Trust with respect to the Services described in paragraph "s" of Exhibit A shall be limited, and shall never exceed, a maximum of the then-current annual fee paid to such third party subcontractor retained by Administrator upon approval of the Board of the Trust in connection with such subcontractor's performance of the Services described in paragraph "s" of Exhibit A, whether or not language governing the limitations of the liability of the third party subcontractor to the Administrator is contained in any agreement between Administrator and the third party subcontractor providing such services; and (2) the Administrator shall pay over to the Trust amounts it receives in damages from such third party service provider up to the amount of the contractual fee the Trust bears under the Administrator's agreement with such third party service provider; provided that, the Administrator and the Trust agree that any amounts in damages the Administrator receives from such third party service provider in excess of the amount of the contractual fee may be retained by the Administrator and not paid over to the Trust.
Appears in 6 contracts
Samples: Fund Administration and Transfer Agency Agreement (Nationwide Mutual Funds), Fund Administration and Transfer Agency Agreement (Nationwide Mutual Funds), Fund Administration and Transfer Agency Agreement (Nationwide Mutual Funds)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
. B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 5 contracts
Samples: Fund Accounting Services Agreement (Federated Gnma Trust), Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement (Investment Series Funds Inc), Fund Accounting Services Agreement (Investment Series Funds Inc)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, wilfull misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, elects it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 4 contracts
Samples: Fund Administration Agreement (Nationwide Investing Foundation Iii), Fund Administration Agreement (Nationwide Separate Account Trust), Fund Administration Agreement (Nationwide Separate Account Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICESTransfer Agency Services.
Appears in 4 contracts
Samples: Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement (Federated Core Trust/Pa), Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement (Federated Fund for Us Government Securities Inc), Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement (Federated Short Term U S Government Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company a Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment Companya Trust, shall be deemed, when rendering services to the Investment Company such Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company each Trust (severally, but not jointly) and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator’s reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 7 shall apply, however, it is understood that if in any case the Investment Company a Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company such Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Companysuch Trust. The Investment Company A Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company a Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company a Trust will be asked to indemnify the Company Administrator except with the Investment Company's Trust’s written consent. SECTION THREE.
c. Notwithstanding the foregoing provisions in this Section 7, the Trusts and the Administrator agree: TRANSFER AGENCY SERVICES(1) that the liability of the Administrator to each such Trust with respect to the Services described in paragraph “r” of Schedule A shall be limited, and shall never exceed, a maximum of the then-current annual fee paid to such third party subcontractor retained by Administrator upon approval of the Board of the Trust in connection with such subcontractor’s performance of the Services described in paragraph “r” of Schedule A, whether or not language governing the limitations of the liability of the third party subcontractor to the Administrator is contained in any agreement between Administrator and the third party subcontractor providing such services; and (2) the Administrator shall pay over to a Trust amounts it receives in damages from such third party service provider up to the amount of the contractual fee such Trust bears under the Administrator’s agreement with such third party service provider; provided that, the Administrator and the Trust agree that any amounts in damages the Administrator receives from such third party service provider in excess of the amount of the contractual fee may be retained by the Administrator and not paid over to the Trust.
Appears in 3 contracts
Samples: Joint Fund Administration and Transfer Agency Agreement (Nationwide Variable Insurance Trust), Joint Fund Administration and Transfer Agency Agreement (Nationwide Mutual Funds), Joint Fund Administration and Transfer Agency Agreement (Nationwide Variable Insurance Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee or agent of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer, employee or agent, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence of the Administrator. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, elects it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 3 contracts
Samples: Administrative Services Agreement (One Group Investment Trust), Administrative Services Agreement (One Group Investment Trust), Administrative Services Agreement (One Group Investment Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, wilfull misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 3 contracts
Samples: Fund Administration and Transfer Agency Agreement (Gartmore Mutual Funds), Fund Administration and Transfer Agency Agreement (Gartmore Mutual Funds), Fund Administration and Transfer Agency Agreement (Gartmore Variable Insurance Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyFAS, who may be or become an officer, director, trustee, partnerTrustee, employee or agent of the Investment CompanyFund, shall be deemed, when rendering services to the Investment Company Fund or acting on any business of the Investment Company Fund (other than services or business in connection with the duties of the Company FAS hereunder) to be rendering such services to or acting solely for the Investment Company Fund and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company FAS even though paid by the CompanyFAS.
B. The Company (b) FAS shall be kept indemnified by the Investment Company Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Fund may be asked to indemnify or hold the Company save FAS harmless, the Investment Company Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company FAS will use all reasonable care to identify and notify the Investment Company Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyFund. The Investment Company Fund shall have the option to defend the Company FAS against any claim which may be the subject of this indemnification. In the event that the Investment Company Fund so elects, it will so notify the Company FAS and thereupon the Investment Company Fund shall take over complete defense of the claim, and the Company FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company FAS shall in no case confess any claim or make any compromise in any case in which the Investment Company Fund will be asked to indemnify the Company FAS except with the Investment CompanyFund's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 2 contracts
Samples: Administrative Services Agreement (Marketvest Funds), Administrative Services Agreement (Marketvest Funds)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyFAS, who may be or become an officer, director, trustee, partnerDirector, employee or agent of the Investment CompanyFund, shall be deemed, when rendering services to the Investment Company Fund or acting on any business of the Investment Company Fund (other than services or business in connection with the duties of the Company FAS hereunder) to be rendering such services to or acting solely for the Investment Company Fund and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company FAS even though paid by the CompanyFAS.
B. The Company (b) FAS shall be kept indemnified by the Investment Company Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Fund may be asked to indemnify or hold the Company save FAS harmless, the Investment Company Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company FAS will use all reasonable care to identify and notify the Investment Company Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyFund. The Investment Company fund shall have the option to defend the Company FAS against any claim which may be the subject of this indemnification. In the event that the Investment Company Fund so elects, it will so notify the Company FAS and thereupon the Investment Company Fund shall take over complete defense of the claim, and the Company FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company FAS shall in no case confess any claim or make any compromise in any case in which the Investment Company Fund will be asked to indemnify the Company FAS except with the Investment CompanyFund's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 2 contracts
Samples: Administrative Services Agreement (Old Westbury Funds Inc), Administrative Services Agreement (Old Westbury Funds Inc)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator’s reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 7 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment Company's Trust’s written consent. SECTION THREE.
c. Notwithstanding the foregoing provisions in this Section 7, the Trust and the Administrator agree: TRANSFER AGENCY SERVICES(1) that the liability of the Administrator to the Trust with respect to the Services described in paragraph “s” of Exhibit A shall be limited, and shall never exceed, a maximum of the then-current annual fee paid to such third party subcontractor retained by Administrator upon approval of the Board of the Trust in connection with such subcontractor’s performance of the Services described in paragraph “s” of Exhibit A, whether or not language governing the limitations of the liability of the third party subcontractor to the Administrator is contained in any agreement between Administrator and the third party subcontractor providing such services; and (2) the Administrator shall pay over to the Trust amounts it receives in damages from such third party service provider up to the amount of the contractual fee the Trust bears under the Administrator’s agreement with such third party service provider; provided that, the Administrator and the Trust agree that any amounts in damages the Administrator receives from such third party service provider in excess of the amount of the contractual fee may be retained by the Administrator and not paid over to the Trust.
Appears in 2 contracts
Samples: Fund Administration and Transfer Agency Agreement (Nationwide Variable Insurance Trust), Fund Administration and Transfer Agency Agreement (Nationwide Variable Insurance Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator’s reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 7 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment Company's Trust’s written consent. SECTION THREE.
c. Notwithstanding the foregoing provisions in this Section 7, the Trust and the Administrator agree: TRANSFER AGENCY SERVICES(1) that the liability of the Administrator to the Trust with respect to the Services described in paragraph “r” of Exhibit A shall be limited, and shall never exceed, a maximum of the then-current annual fee paid to such third party subcontractor retained by Administrator upon approval of the Board of the Trust in connection with such subcontractor’s performance of the Services described in paragraph “r” of Exhibit A, whether or not language governing the limitations of the liability of the third party subcontractor to the Administrator is contained in any agreement between Administrator and the third party subcontractor providing such services; and (2) the Administrator shall pay over to the Trust amounts it receives in damages from such third party service provider up to the amount of the contractual fee the Trust bears under the Administrator’s agreement with such third party service provider; provided that, the Administrator and the Trust agree that any amounts in damages the Administrator receives from such third party service provider in excess of the amount of the contractual fee may be retained by the Administrator and not paid over to the Trust.
Appears in 2 contracts
Samples: Fund Administration and Transfer Agency Agreement (Nationwide Mutual Funds), Fund Administration and Transfer Agency Agreement (Nationwide Variable Insurance Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyFAS, who may be or become an officer, director, trustee, partnerDirector, employee or agent of the Investment CompanyFund, shall be deemed, when rendering services to the Investment Company Fund or acting on any business of the Investment Company Fund (other than services or business in connection with the duties of the Company FAS hereunder) to be rendering such services to or acting solely for the Investment Company Fund and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company FAS even though paid by the CompanyFAS.
B. The Company (b) FAS shall be kept indemnified by the Investment Company Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Fund may be asked to indemnify or hold the Company save FAS harmless, the Investment Company Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company FAS will use all reasonable care to identify and notify the Investment Company Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyFund. The Investment Company Fund shall have the option to defend the Company FAS against any claim which may be the subject of this indemnification. In the event that the Investment Company Fund so elects, it will so notify the Company FAS and thereupon the Investment Company Fund shall take over complete defense of the claim, and the Company FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company FAS shall in no case confess any claim or make any compromise in any case in which the Investment Company Fund will be asked to indemnify the Company FAS except with the Investment CompanyFund's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 2 contracts
Samples: Administrative Services Agreement (Marketvest Funds Inc), Administrative Services Agreement (Marketvest Funds Inc)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company (a) FSCo shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company FSCo shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyFSCo, who may be or become an officer, director, trustee, partnerTrustee, employee or agent of the Investment CompanyFund, shall be deemed, when rendering services to the Investment Company Fund or acting on any business of the Investment Company Fund (other than services or business in connection with the duties of the Company FSCo hereunder) to be rendering such services to or acting solely for the Investment Company Fund and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company FSCo even though paid by the CompanyFSCo.
B. The Company (b) FSCo shall be kept indemnified by the Investment Company Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Fund may be asked to indemnify or hold the Company save FSCo harmless, the Investment Company Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company FSCo will use all reasonable care to identify and notify the Investment Company Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyFund. The Investment Company Fund shall have the option to defend the Company FSCo against any claim which may be the subject of this indemnification. In the event that the Investment Company Fund so elects, it will so notify the Company FSCo and thereupon the Investment Company Fund shall take over complete defense of the claim, and the Company FSCo shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company FSCo shall in no case confess any claim or make any compromise in any case in which the Investment Company Fund will be asked to indemnify the Company FSCo except with the Investment CompanyFund's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 2 contracts
Samples: Administrative Services Agreement (WCT Funds), Administrative Services Agreement (WCT Funds)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.the
Appears in 1 contract
Samples: Fund Administration Agreement (Nationwide Investing Foundation Iii)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
. B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold save the Company harmless, the Investment Company shall be fully and promptly advised of Error! Reference source not found.Error! Reference source not found. all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICESCUSTODY SERVICES PROCUREMENT.
Appears in 1 contract
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, wilful malfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, elects it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Fund Administration Agreement (Nationwide Separate Account Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
. B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold save the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Fund Accounting Services Agreement (Federated Investment Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator’s reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Neither the Administrator nor the Trust shall in no any case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyAdministrator’s or Trust's (as applicable) written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Fund Administration Agreement (Aberdeen Standard Investments ETFs)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyFAS, who may be or become an officer, director, trustee, partnerTrustee, employee or agent of the Investment CompanyFund, shall be deemed, when rendering services to the Investment Company Fund or acting on any business of the Investment Company Fund (other than services or business in connection with the duties of the Company FAS hereunder) to be rendering such services to or acting solely for the Investment Company Fund and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company FAS even though paid by the CompanyFAS.
B. The Company (b) FAS shall be kept indemnified by the Investment Company Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions -5- contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Fund may be asked to indemnify or hold the Company save FAS harmless, the Investment Company Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company FAS will use all reasonable care to identify and notify the Investment Company Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyFund. The Investment Company Fund shall have the option to defend the Company FAS against any claim which may be the subject of this indemnification. In the event that the Investment Company Fund so elects, it will so notify the Company FAS and thereupon the Investment Company Fund shall take over complete defense of the claim, and the Company FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company FAS shall in no case confess any claim or make any compromise in any case in which the Investment Company Fund will be asked to indemnify the Company FAS except with the Investment CompanyFund's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Administrative Services Agreement (First Priority Funds)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 7 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold save the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Administration Services Agreement (Flag Investors Funds Inc)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross [gross] negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 7 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold save the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Master Agreement for Administration Services (Deutsche Family of Funds Inc)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
RESPONSIBILITY OF ADMINISTRATOR. A. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company Administrator shall be entitled to rely on and may act upon advice of counsel (who may be be, and upon request of the Trust shall include, counsel for the Investment CompanyTrust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee or agent of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though paid by the CompanyAdministrator.
B. The Company Administrator shall be kept indemnified by the Investment Company and be without liability Trust for any action taken or thing done by it in performing the Administrative Services in accordance with the above standardsabsence of willful misfeasance, bad faith or gross negligence on the part of the Administrator or the reckless disregard of its obligations or duties under this Section One. In order that the indemnification provisions contained in this Article 10 7 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company Administrator shall in no case confess any claim or make any compromise in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's prior written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Administrative Services Agreement (Riverfront Funds / Nj)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyFAS, who may be or become an officer, director, trustee, partnerTrustee, employee or agent of the Investment CompanyFund, shall be deemed, when rendering services to the Investment Company Fund or acting on any business of the Investment Company Fund (other than services or business in connection with the duties of the Company FAS hereunder) to be rendering such services to or acting solely for the Investment Company Fund and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company FAS even though paid by the CompanyFAS.
B. The Company (b) FAS shall be kept indemnified by the Investment Company Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, -5- however, it is understood that if in any case the Investment Company Fund may be asked to indemnify or hold the Company save FAS harmless, the Investment Company Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company FAS will use all reasonable care to identify and notify the Investment Company Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyFund. The Investment Company Fund shall have the option to defend the Company FAS against any claim which may be the subject of this indemnification. In the event that the Investment Company Fund so elects, it will so notify the Company FAS and thereupon the Investment Company Fund shall take over complete defense of the claim, and the Company FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company FAS shall in no case confess any claim or make any compromise in any case in which the Investment Company Fund will be asked to indemnify the Company FAS except with the Investment CompanyFund's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Administrative Services Agreement (Blanchard Funds)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though paid by the Company.Administrator. -- 289 --
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, wilful malfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, elects it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Fund Administration Agreement (Gartmore Variable Insurance Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, wilfull misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, elects it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in 6 no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Fund Administration Agreement (Nationwide Investing Foundation Iii)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company (a) M&I shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company M&I shall be entitled to rely on and may act upon advice of counsel (who may be counsel for counsel, approved in each case by the Investment Company) Directors and acceptable to M&I, on all mattersmatters relating to the Fund, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment CompanyFund, shall be deemed, when rendering services to the Investment Company Fund or acting on any business of the Investment Company Fund (other than services or business in connection with the duties of the Company M&I hereunder) in accordance with his responsibilities to the Fund as such officer, director, employee, or agent to be rendering such services to or acting solely for the Investment Company Fund and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company M&I even though paid by the Company.M&I.
B. The Company (b) M&I shall be kept indemnified by the Investment Company Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. ; provided, however, that the Fund will not indemnify M&I for the portion of any loss or claim caused, directly or indirectly, by the gross negligence of M&I. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Fund may be asked to indemnify or hold the Company save M&I harmless, the Investment Company Fund shall be fully and promptly advised of all pertinent facts concerning the situation in questionquestions, and it is further understood that the Company M&I will use all reasonable care to identify and notify the Investment Company Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyFund. The Investment Company Fund shall have the option to defend the Company M&I against any claim which may be the subject of this indemnification. In the event that the Investment Company Fund so elects, elects it will so notify the Company M&I and thereupon the Investment Company Fund shall take over complete defense of the claim, and the Company M&I shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company M&I shall in no case confess any claim or make any compromise in any case in which the Investment Company Fund will be asked to indemnify the Company M&I except with the Investment CompanyFund's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Administrative Services Agreement (Marshall Funds Inc)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partnerpartnerDirectorERROR! REFERENCE SOURCE NOT found., employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 6 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The the Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREETWO: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Administrative and Transfer Agency Services Agreement (Stratevest Funds)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, "Trustee" "Director" director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 7 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold save the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Administration Services Agreement (Deutsche Family of Funds Inc)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company (a) FSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company FSC shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyFund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyFSC, who may be or become an officer, director, trustee, partnerTrustee, employee or agent of the Investment CompanyFund, shall be deemed, when rendering services to the Investment Company Fund or acting on any business of the Investment Company Fund (other than services or business in connection with the duties of the Company FSC hereunder) to be rendering such services to or acting solely for the Investment Company Fund and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company FSC even though paid by the CompanyFSC.
B. The Company (b) FSC shall be kept indemnified by the Investment Company Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Fund may be asked to indemnify or hold the Company save FSC harmless, the Investment Company Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company FSC will use all reasonable care to identify and notify the Investment Company Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyFund. The Investment Company Fund shall have the option to defend the Company FSC against any claim which may be the subject of this indemnification. In the event that the Investment Company Fund so elects, it will so notify the Company FSC and thereupon the Investment Company Fund shall take over complete defense of the claim, and the Company FSC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company FSC shall in no case confess any claim or make any compromise in any case in which the Investment Company Fund will be asked to indemnify the Company FSC except with the Investment CompanyFund's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The the Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Fund Accounting Services Agreement (Federated Index Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Corporation in connection with the matters to which this Agreement relatesperforming Administrative Services, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this AgreementSection Two. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment CompanyCorporation) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment CompanyCorporation, shall be deemed, when rendering services to the Investment Company Corporation or acting on any business of the Investment Company Corporation (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company Corporation and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company Corporation and be without liability for any action taken or thing done by it in performing the Administrative Services except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in accordance with the above standardsperformance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In order that the indemnification provisions contained in this Article 10 9 shall apply, however, it is understood that if in any case the Investment Company Corporation may be asked to indemnify or hold the Company harmless, the Investment Company Corporation shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company Corporation promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyCorporation. The Investment Company Corporation shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company Corporation so elects, it will so notify the Company and thereupon the Investment Company Corporation shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleArticle 9. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company Corporation will be asked to indemnify the Company except with the Investment CompanyCorporation's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, wilful misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Fund Administration and Transfer Agency Agreement (Gartmore Variable Insurance Trust)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator’s reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Neither the Administrator nor the Trust shall in no any case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment Company's Administrator’s or Trust’s (as applicable) written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company a Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment Companya Trust, shall be deemed, when rendering services to the Investment Company a Trust or acting on any business of the Investment Company a Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to such Trust as an officer or trustee, to be rendering such services to or acting solely for the Investment Company that Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company each Trust and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards; provided, however, that the Trusts will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful malfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company a Trust may be asked to indemnify or hold the Company Administrator harmless, the Investment Company such Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company such Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Each Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company a Trust so elects, elects it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company a Trust will be asked to indemnify the Company Administrator except with the Investment Companyapplicable Trust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Fund Administration Agreement (Montgomery Funds Iii)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent director of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Company as such officer or director, to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standardsstandards which the Administrator takes at the request or on the direction of or in reliance on the advice of the Company; provided, however, that the Company will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator's reckless disregard of its duties and obligations hereunder. Any amounts payable by the Company hereunder shall be satisfied only against the relevant Fund's assets and not against the assets of any other portfolio of the Company. In order that the indemnification provisions contained in this Article 10 Section 5 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, elects it will so notify the Company Administrator and thereupon the Investment Company shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company will be asked to indemnify the Company Administrator except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
c. Company hereby agrees that while Administrator has sole responsibility for performance of its obligations under this Agreement, any or all duties of Administrator may be performed from time to time by one or more third parties as Administrator, in its discretion, shall select, provided that Company shall be notified of all contracts between Administrator and such third party or parties and provided copies thereof upon request.
Appears in 1 contract
Samples: Fund Administration Agreement (Gartmore Mutual Funds Ii Inc)
RESPONSIBILITY OF ADMINISTRATOR. A. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the Company, who may be or become an officer, director, trustee, partner, employee or agent of the Investment Company, shall be deemed, when rendering services to the Investment Company or acting on any business of the Investment Company (other than services or business in connection with the duties of the Company hereunder) to be rendering such services to or acting solely for the Investment Company and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company even though paid by the Company.
B. The Company shall be kept indemnified by the Investment Company and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Article 10 7 shall apply, however, it is understood that if in any case the Investment Company may be asked to indemnify or hold the Company harmless, the Investment Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care to identify and notify the Investment Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment Company. The Investment Company shall have the option to defend the Company against any claim which may be the subject of this indemnification. In the event that the Investment Company so elects, it will so notify the Company and thereupon the Investment Company shall take over complete defense of the claim, and the Company shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article. The Company shall in no case confess any claim or make any compromise in any case in which the Investment Company will be asked to indemnify the Company except with the Investment Company's written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
Samples: Administrative Services Agreement (4 Winds Family of Funds)
RESPONSIBILITY OF ADMINISTRATOR. A. a. The Company Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Company Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Investment Company) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, director, trustee, partner, employee or agent of the CompanyAdministrator, who may be or become an officer, director, trustee, partner, employee officer or agent trustee of the Investment CompanyTrust, shall be deemed, when rendering services to the Investment Company Trust or acting on any business of the Investment Company Trust (other than services or business in connection with the duties of the Company Administrator hereunder) in accordance with his responsibilities to the Trust as such officer or trustee, to be rendering such services to or acting solely for the Investment Company Trust and not as an officer, director, trustee, partner, employee or agent or one under the control or direction of the Company Administrator even though through paid by the CompanyAdministrator.
B. b. The Company Administrator shall be kept indemnified by the Investment Company Trust and be without liability for any action taken or thing done by it in performing the Administrative Administration Services in accordance with the above standards; provided, however, that the Trust will not indemnify the Administrator for the portion of any loss or claim caused, directly or indirectly, by the negligence, willful misfeasance or bad faith of the Administrator or by the Administrator’s reckless disregard of its duties and obligations hereunder. In order that the indemnification provisions contained in this Article 10 Section 6 shall apply, however, it is understood that if in any case the Investment Company Trust may be asked to indemnify or hold save the Company Administrator harmless, the Investment Company Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Company Administrator will use all reasonable care to identify and notify the Investment Company Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Investment CompanyTrust. The Investment Company Trust shall have the option to defend the Company Administrator against any claim which may be the subject of this indemnification. In the event that the Investment Company Trust so elects, it will so notify the Company Administrator and thereupon the Investment Company Trust shall take over complete defense of the claim, and the Company Administrator shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this ArticleSection. The Company Administrator shall in no case confess any claim or make any compromise or settlement in any case in which the Investment Company Trust will be asked to indemnify the Company Administrator except with the Investment Company's Trust’s written consent. SECTION THREE: TRANSFER AGENCY SERVICES.
Appears in 1 contract
