Common use of RESPONSIBILITY OF ADMINISTRATOR Clause in Contracts

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the 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. FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) 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, trustee, partner, employee or agent of FAS, who may be or become an officer, Trustee, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FAS even though paid by FAS. (b) FAS shall be kept indemnified by the 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 Section 6 shall apply, however, it is understood that if in any case the Fund may be asked to indemnify or save FAS harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FAS will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend FAS against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FAS and thereupon the Fund shall take over complete defense of the claim, and FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FAS except with the Fund's written consent.

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS Administrator shall not be liable for under no duty to take any error action hereunder on behalf of judgment the Fund or mistake of law any Portfolio except as specifically set forth herein or for any loss suffered as may be specifically agreed to by Administrator and the Fund in connection with the matters a written amendment hereto. Administrator shall be obligated to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part exercise care and diligence in the performance of its duties or from reckless disregard by it of its obligations hereunder and duties to act in good faith in performing services provided for under this Agreement. FAS Administrator shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability liable only for any action reasonably taken or omitted pursuant damages arising out of Administrator’s failure to such advice. Any person, even though also an officer, trustee, partner, employee or agent of FAS, who may be or become an officer, Trustee, employee or agent of the Fund, shall be deemed, when rendering services perform its duties under this Agreement to the Fund extent such damages arise out of Administrator’s willful misfeasance, bad faith, gross negligence or acting on any business reckless disregard of the Fund (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FAS even though paid by FASduties. (b) FAS Notwithstanding anything in this Agreement to the contrary, (i) Administrator shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which Administrator reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be kept indemnified by the Fund and be without liability liable for any action taken consequential, special or thing done indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Any claims (including the filing of suit or, if applicable, commencement of arbitration proceedings) must be asserted by a party against the other party or any of its affiliates within 24 months after it in performing became aware of the Administrative Services in accordance with the above standards. In order claim or such party’s Board of Directors is informed of specific facts that the indemnification provisions contained in this Section 6 shall apply, however, should have alerted it is understood that if in any case the Fund may be asked to indemnify or save FAS harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FAS will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of a basis for such a claim for indemnification against the Fund. The Fund might exist. (e) Each party shall have a duty to mitigate damages for which the option to defend FAS against any claim which other party may be the subject become responsible. (f) The provisions of this indemnification. In the event that the Fund so elects, it will so notify FAS and thereupon the Fund Section 14 shall take over complete defense survive termination of the claim, and FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FAS except with the Fund's written consentAgreement.

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS a. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the 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 the Administrator's part in the performance of its the Administrator's duties or from reckless disregard by it the Administrator of its the Administrator's obligations and duties under this Agreement. FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) 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, trusteedirector, partner, employee employee, or agent of FASthe Administrator, who may be or become an officer, Trustee, employee officer or agent trustee of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the duties of FAS the Administrator hereunder) in accordance with his or her responsibilities to the Fund as said officer or trustee, to be rendering such these services to or acting solely for the Fund and not as an officer, trusteedirector, partner, employee employee, or agent agent, or one under the control or direction of FAS the Administrator even though paid by FASthe Administrator. (b) FAS b. The Administrator shall be kept indemnified by the Fund and be without liability for any action taken or thing done by it the Administrator in performing the Administrative Services in accordance with the above standards; provided, however, that the Fund 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 the Administrator's duties and obligations hereunder. In order that the indemnification provisions contained in this Section 6 5 shall apply, however, it is understood that if in any case the Fund may be asked to indemnify or save FAS the Administrator harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, ; and it is further understood that FAS the Administrator will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend FAS the Administrator against any claim which that may be the subject of this indemnification. In the event that the Fund so elects, it the Fund will so notify FAS the Administrator and thereupon the Fund shall take over complete defense of the claim, and FAS shall the Administrator, in such situation said situation, said initiate no further legal or other expenses for which it the Administrator shall seek indemnification under this Section. FAS shall The Administrator, in no case case, shall confess any claim or make any compromise or settlement in any case in which the Fund will be asked to indemnify FAS the Administrator except with the Fund's written consent.

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS Administrator shall not be liable for under no duty to take any error action hereunder on behalf of judgment the Fund except as specifically set forth herein and such other related administrative services as are customarily provided by administrators to registered closed-end funds (other than those required to be provided by other service providers to the Fund) or mistake of law or for any loss suffered as may be specifically agreed to by Administrator and the Fund in connection with the matters a written amendment hereto. Administrator shall be obligated to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part exercise care and diligence in the performance of its duties or from reckless disregard by it of its obligations hereunder and duties to act in good faith in performing services provided for under this Agreement. FAS Administrator shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability liable only for any action reasonably taken or omitted pursuant damages arising out of Administrator's failure to such advice. Any person, even though also an officer, trustee, partner, employee or agent of FAS, who may be or become an officer, Trustee, employee or agent of the Fund, shall be deemed, when rendering services perform its duties under this Agreement to the Fund extent such damages arise out of Administrator's willful misfeasance, bad faith, gross negligence or acting on any business reckless disregard of the Fund (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FAS even though paid by FASduties. (b) FAS Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) Administrator shall not be kept indemnified liable for losses beyond its control, including without limitation (subject to Section 16), delays or errors or loss of data occurring by the Fund and be without liability for any action taken or thing done by it in performing the Administrative Services reason of circumstances beyond Administrator's control, provided that Administrator has acted in accordance with the above standards. In order that standard set forth in Section 20(a) above, and (ii) Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the indemnification provisions contained validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which Administrator reasonably believes to be genuine. (c) Notwithstanding anything in this Section 6 shall applyAgreement to the contrary, however, it is understood that if in any case the Fund may be asked to indemnify or save FAS harmless, the Fund neither Administrator nor its affiliates shall be fully and promptly advised of all pertinent facts concerning liable for any consequential, special or indirect losses or damages, whether or not the situation in question, and it is further understood that FAS will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability likelihood of such a claim for indemnification against the Fund. The Fund losses or damages was known by Administrator or its affiliates. (d) Each party shall have the option a duty to defend FAS against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FAS and thereupon the Fund shall take over complete defense of the claim, and FAS shall in such situation initiate no further legal or other expenses mitigate damages for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FAS except with the Fund's written consentother party may become responsible.

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund 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. FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the FundTrust) 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, trustee, partner, employee or agent of FAS, who may be or become an officer, TrusteeDirector, employee or agent of the FundTrust, shall be deemed, when rendering services to the Fund Trust or acting on any business of the Fund Trust (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Fund Trust and not as an officer, trustee, partner, employee or agent or one under the control or direction of FAS even though paid by FAS. . (b) FAS shall be kept indemnified by the Fund 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. In order that the indemnification provisions contained in this Section 6 shall apply, however, it is understood that if in any case the Fund Trust may be asked to indemnify or save FAS harmless, the Fund Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FAS will use all reasonable care to identify and notify the Fund Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the FundTrust. The Fund Trust shall have the option to defend FAS against any claim which may be the subject of this indemnification. In the event that the Fund Trust so elects, it will so notify FAS and thereupon the Fund Trust shall take over complete defense of the claim, and FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund Trust will be asked to indemnify FAS except with the FundTrust's written consent.

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the 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. FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) 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, trustee, partner, employee or agent of FAS, who may be or become an officer, Trustee, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FAS even though paid by FAS. (b) FAS shall be kept indemnified by the 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 Section 6 shall apply, however, it is understood that if in any case the Fund may be asked to indemnify or save FAS harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FAS will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend FAS against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FAS and thereupon the Fund shall take over complete defense of the claim, and FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FAS except with the Fund's written consent. (c) This Section 6 shall survive termination of this Agreement.

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the 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. FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) 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, trustee, partner, employee or agent of FAS, who may be or become an officer, TrusteeDirector, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FAS even though paid by FAS. (b) FAS shall be kept indemnified by the 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 Section 6 shall apply, however, it is understood that if in any case the Fund may be asked to indemnify or save FAS harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FAS will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend FAS against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FAS and thereupon the Fund shall take over complete defense of the claim, and FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FAS except with the Fund's written consent.

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS Administrator shall not be liable for under no duty to take any error action hereunder on behalf of judgment the Fund except as specifically set forth herein or mistake of law or for any loss suffered as may be specifically agreed to by Administrator and the Fund in connection with the matters a written amendment hereto. Administrator shall be obligated to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part exercise care and diligence in the performance of its duties or from reckless disregard by it of its obligations hereunder and duties to act in good faith in performing services provided for under this Agreement. FAS Administrator shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability liable only for any action reasonably taken or omitted pursuant damages arising out of Administrator's failure to such advice. Any person, even though also an officer, trustee, partner, employee or agent of FAS, who may be or become an officer, Trustee, employee or agent of the Fund, shall be deemed, when rendering services perform its duties under this Agreement to the Fund extent such damages arise out of Administrator's willful misfeasance, bad faith, negligence or acting on any business reckless disregard of the Fund (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FAS even though paid by FASduties. (b) FAS Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) Administrator shall not be kept indemnified liable for losses beyond its control, including without limitation (subject to Section 11), delays or errors or loss of data occurring by the Fund and be without liability for any action taken or thing done by it in performing the Administrative Services reason of circumstances beyond Administrator's control, provided that Administrator has acted in accordance with the above standards. In order that standard set forth in Section 20(a) above, and (ii) Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the indemnification provisions contained validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which Administrator reasonably believes to be genuine. (c) Notwithstanding anything in this Section 6 shall applyAgreement to the contrary, however, it is understood that if in any case the Fund may be asked to indemnify or save FAS harmless, the Fund neither Administrator nor its affiliates shall be fully and promptly advised of all pertinent facts concerning liable for any consequential, special or indirect losses or damages, whether or not the situation in question, and it is further understood that FAS will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability likelihood of such a claim for indemnification against the Fund. The Fund losses or damages was known by Administrator or its affiliates. (d) Each party shall have the option a duty to defend FAS against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FAS and thereupon the Fund shall take over complete defense of the claim, and FAS shall in such situation initiate no further legal or other expenses mitigate damages for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FAS except with the Fund's written consentother party may become responsible.

RESPONSIBILITY OF ADMINISTRATOR. (a) FAS a. The Administrator shall exercise reasonable care and diligence in rendering its services listed in Section 4 above. The Administrator is not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund Company in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith faith, negligence or gross negligence breach of this Agreement on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) 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, trustee, partnerdirector, employee or agent of FASthe Administrator, who may be or become an officer, Trustee, employee or agent of the FundCompany, shall be deemed, when rendering services to the Fund Company or acting on any business of the Fund Company (other than services or business in connection with the Administrator’s duties of FAS hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, trustee, partnerdirector, employee or agent or one under the control or direction of FAS the Administrator even though paid by FASit. (b) FAS b. Notwithstanding anything in this Agreement to the contrary, neither the Administrator nor its affiliates shall be kept indemnified liable for any consequential, special or indirect losses or damages, regardless of whether the likelihood of such losses or damages was known by the Fund Administrator or its affiliates. c. Notwithstanding anything in this Agreement to the contrary, (i) the Administrator shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) the Administrator shall not be without liability under any duty or obligation to inquire into nor shall it be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any action taken instruction, direction, notice, instrument or thing done other information reasonably believed by it to be genuine. d. In performing its duties as described herein, the Administrator (i) will act in performing the Administrative Services in accordance a manner not inconsistent with the above standardsCompany’s most recent Prospectuses and Statements of Additional Information and all amendments and supplements thereto (as presently in effect and as from time to time amended and supplemented) and resolutions of the Company’s Board of Trustees of which the Administrator is informed by the Company and (ii) will comply with all applicable requirements of the 1940 Act, of the Securities Act of 1933, of the Securities Exchange Act of 1934 and of any other laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Administrator hereunder to the extent that such requirements are applicable to the duties to be performed by the Administrator hereunder. In order that Except as specifically set forth herein, the indemnification Administrator assumes no responsibility for compliance by the Company or any other entity. e. The provisions contained in of this Section 6 8 shall apply, however, it is understood that if in any case the Fund may be asked to indemnify or save FAS harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FAS will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend FAS against any claim which may be the subject survive termination of this indemnification. In the event that the Fund so elects, it will so notify FAS and thereupon the Fund shall take over complete defense of the claim, and FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FAS except with the Fund's written consentAgreement.