Common use of RESPONSIBILITY OF ADMINISTRATOR Clause in Contracts

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. ARTICLE 11.

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. ARTICLE 11.

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. ARTICLE 11.

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. ARTICLE 11.

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. 6 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 The 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. ARTICLE 11.

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 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. ARTICLE 11.

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 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(c) This Section 6 shall survive termination of this Agreement. ARTICLE 117.

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. ARTICLE 117.

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 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. ARTICLE 11.

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 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 FAS shall be entitled to rely on and may act upon advice of counsel (who may be 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 CompanyFAS, who may be or become an officer, director, trustee, partnerDirector, 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 FAS 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 FAS even though paid by the CompanyFAS. B. The Company (b) FAS 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. 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 the Company save FAS 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 FAS 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 FAS 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 FAS and thereupon the Investment Company Trust 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 Trust will be asked to indemnify the Company FAS except with the Investment CompanyTrust's written consent. SECTION THREE: TRANSFER AGENCY SERVICES. ARTICLE 117.

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 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. ARTICLE 11.