Services and Duties. Subject to the supervision and control of ------------------- the Fund's Board of Directors, the Administrator agrees to assist in supervising aspects of the Fund's administrative operations, including but not limited to the performance of the following specific services for the Fund: (a) Provide office facilities (which may be in the offices of the Administrator or a corporate affiliate of them, but shall be in such location as the Fund shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund; (b) Furnish statistical and research data, clerical services, and stationery and office supplies; (c) Keep and maintain all financial accounts and records (other than those required to be maintained by the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act"); (d) Compute, and transmit to the NASD service for the publication of fund prices, the Fund's net asset value, net income and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of Directors; (e) Compile data for, and prepare required reports and notices to shareholders of record including, without limitation, proxy statements, Semiannual and Annual Reports to shareholders; (f) Compile data for, prepare for execution and file all reports or other documents, including tax returns, required by Federal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the Fund's Custodian or Transfer Agent); (g) Assist in developing and monitoring compliance procedures for the Fund and any Series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"); (h) Determine, together with the Fund's Board of Directors, the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, shall be made by the Fund; (i) Provide financial data requested by the Fund and its outside counsel; (j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time; (k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigation. In performing its duties as administrator of the Fund, the Administrator (a) will act in accordance with the Fund's Charter, By-Laws, Prospectus, Statement of Additional Information and the instructions and directions of the Fund's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the Fund, as necessary or appropriate.
Appears in 2 contracts
Samples: Fund Accounting and Administration Agreement (Security Capital U S Real Estate Shares Inc), Fund Accounting and Administration Agreement (Security Capital U S Real Estate Shares Inc)
Services and Duties. Subject to the supervision and control of ------------------- the FundCompany's Board of DirectorsTrustees, and as delineated on one or more Exhibits to the Agreement, the Administrator agrees Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of DirectorsTrustees;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing, all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing and providing advice with respect to all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and other tax matters;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Trustees with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(j) Determining, together with the FundCompany's Board of DirectorsTrustees, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting to the extent requested by the Company and its outside counsel with the preparation of the Company's Registration Statement on Form N-1A or any replacement therefor; and
(l) Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors Trustees and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 2 contracts
Samples: Administration Agreement (Excelsior Funds), Administration Agreement (Excelsior Funds)
Services and Duties. Subject to the supervision and control of ------------------- the Fund's Board of Directors, the Administrator agrees to assist in supervising aspects of the Fund's administrative operations, including but not limited to the performance of the following specific services for the Fund:
(a) Provide office facilities (which may be in the offices of the Administrator or a corporate affiliate of them, but shall be in such location as the Fund shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund;
(b) Furnish statistical and research data, clerical services, and stationery and office supplies;
(c) Keep and maintain all financial accounts and records (other than those required to be maintained by the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Fund's net asset value, net income and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of Directors;
(e) Compile data for, and prepare required reports and notices to shareholders of record including, without limitation, proxy statements, Semiannual and Annual Reports to shareholders;
(f) Compile data for, prepare for execution and file all reports or other documents, including tax returns, required by Federal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the Fund's Custodian or Transfer Agent); ;
(g) Assist in developing and monitoring compliance procedures for the Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
(h) Determine, together with the Fund's Board of Directors, the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, shall be made by the Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigation. In performing its duties as administrator of the Fund, the Administrator (a) will act in accordance with the Fund's Charter, By-Laws, Prospectus, Statement of Additional Information and the instructions and directions of the Fund's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the Fund, as necessary or appropriate. The Administrator will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrator further agrees that all such records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund's request.
Appears in 2 contracts
Samples: Fund Accounting and Administration Agreement (Security Capital U S Real Estate Shares Inc), Fund Accounting and Administration Agreement (Security Capital U S Real Estate Shares Inc)
Services and Duties. Subject to the supervision and control of ------------------- the FundCompany's Board of Directors, and as delineated on one or more Exhibit to the Administrator agrees Agreement, the Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of Directors;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing and providing advice with respect to all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and other tax matters;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Organizations") under its Amended and Restated Distribution Plan. With respect to Organizations, the Administrators shall specifically monitor and review the services rendered under the Amended and Restated Distribution Plan by Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Organizations ("Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Organizations, assisting in the execution and delivery of Agreements, reporting to the Company's Board of Directors with respect to the amounts paid or payable by the Company from time to time under the Agreements and the nature of the services provided by Organizations, and maintaining appropriate records in connection with such duties;
(j) Monitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Amended and Restated Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Directors with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(k) Determining, together with the FundCompany's Board of Directors, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(il) Provide financial data Assisting to the extent requested by the Fund Company and its outside counsel;counsel with the preparation of the Company's Registration Statement on Form N- 1A or any replacement therefor; and
(jm) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 2 contracts
Samples: Administration Agreement (Excelsior Funds Inc), Administration Agreement (Excelsior Funds Inc)
Services and Duties. Subject to the supervision and control of ------------------- each respective Trust and the Fundoversight of each Trust's Board of DirectorsTrustees, the Administrator agrees undertakes to assist in supervising aspects of the Fund's administrative operations, including but not limited to the performance of perform the following specific services for the Fundtypes of services:
(a) Provide office facilities (which may be in the offices of the Administrator or a corporate affiliate of themPerformance measurement and analysis, but shall be in such location as the Fund shall reasonably approve) including furnishing performance data, statistical data and the services of a principal financial officer to be appointed by the Fundresearch data;
(b) Furnish statistical Tax and research data, clerical treasury services, including preparing and stationery and office supplies;
filing various reports (c) Keep and maintain all financial accounts and records (other than those required to be maintained by the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Fund's net asset value, net income and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of Directors;
(e) Compile data for, and prepare required reports and notices to shareholders of record including, without limitation, proxy statements, Semiannual and Annual Reports to shareholders;
(f) Compile data for, prepare for execution and file all reports or other documents, including tax returns, ) or other documents required by Federalfederal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (regulations other than those required to be filed by each Trust's custodian, investment manager or transfer agent;
(c) Management of printing, including assisting in the Fundpreparation and printing of all documents, prospectuses and reports sent to shareholders;
(d) Financial reporting and assisting in the preparation of financial statements;
(e) At the request of each Trust, assisting in the preparation of all agendas, notices and minutes for meetings of each Trust's Custodian Board of Trustees or Transfer Agent)shareholders; assisting in the preparation of all resolutions to be voted upon by each Board of Trustees; assisting in the preparation of supporting information for such meetings with regard to the duties of the Administrator under this Agreement, and collection and distribution of supporting information for such meetings with respect to the duties performed by other persons who provide services to the Trusts;
(gf) Assist in At the request of each Trust, developing and monitoring compliance procedures for the Fund and any each Series thereofconcerning, includingamong other matters, without limitation, procedures adherence of each series to monitor compliance with applicable law and regulations, the Fund's its investment objectives, policies and policies, restrictions, tax matters and applicable laws and regulations;
(g) Blue sky monitoring; and
(h) Management of legal services. The Administrator's duties shall not include acting as Trust accountant, pricing any Series' portfolio, acting as transfer agent or shareholder servicing agent, or performing blue sky registration services. To the extent any of these services are performed by the Administrator, the Administrator shall be entitled to separate compensation therefor. In performing its continued qualification as a regulated investment company duties under Subchapter M this Agreement, the Administrator will (i) act in accordance with each Trust's Agreement and Declaration of Trust and all amendments thereto (the "Declaration of Trust"), each Trust's By-Laws, the effective prospectuses and statements of additional information of the Internal Revenue Code Series and with the instructions and directions of 1986each Trust, (ii) conform to and comply with the requirements of the Investment Company Act of 1940, as amended (the "CodeInvestment Company Act");
(h) Determine, together with the Fund's Board of Directors, the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, shall be made by the Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigation. In performing its duties as administrator of the Fund, the Administrator (a) will act in accordance with the Fund's Charter, By-Laws, Prospectus, Statement of Additional Information and the instructions and directions of the Fund's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal federal or state laws and regulations, and (biii) will consult with outside legal counsel to and the Fundindependent public accountants for each Trust, as necessary or and appropriate, on whose advice the Administrator shall be entitled to rely. Each Trust will furnish the Administrator from time to time with copies of any documents that the Administrator may reasonably request and that are necessary for it to perform its obligations and duties under this Agreement and will notify the Administrator as soon as possible of any matter materially affecting the performance by the Administrator of its services under this Agreement.
Appears in 2 contracts
Samples: Administrative Services Agreement (Montgomery Funds Ii), Administrative Services Agreement (Montgomery Funds I)
Services and Duties. Subject to the supervision and control of ------------------- the Fund's Board of DirectorsCompany, the Administrator agrees FDISG undertakes to assist in supervising aspects of the Fund's administrative operations, including but not limited to the performance of provide the following specific services for the Fundservices:
(a) Provide office facilities Accounting and bookkeeping services (which including the maintenance of such accounts, books and records of the Company as may be in the offices required by Section 31(a) of the Administrator or a corporate affiliate of them, but shall be in such location as the Fund shall reasonably approve) 1940 Act and the services of a principal financial officer to be appointed by the Fundrules thereunder);
(b) Furnish statistical and research data, clerical services, and stationery and office suppliesInternal auditing;
(c) Keep Valuing the assets of each Fund and maintain all financial accounts calculating the net asset value of the shares of the Fund at the close of trading on the New York Stock Exchange ("NYSE") on each day on which the NYSE is open for trading, and records (at such other than those required to be maintained by times as the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act Board of 1940 (the "1940 Act")Directors may reasonably request;
(d) ComputeAccumulating information for and, and transmit subject to approval by the Company's Treasurer, preparing reports to the NASD service for Company's shareholders of record and the publication of fund pricesSEC including, the Fund's net asset valuebut not necessarily limited to, net income Annual Reports and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of DirectorsSemi-Annual Reports on Form N-SAR;
(e) Compile data forAssisting the Adviser, at the Adviser's request, in monitoring and prepare required reports developing compliance procedures for the Company which will include, among other matters, procedures to assist the Adviser in monitoring compliance with each Fund's investment objective, policies, restrictions, tax matters and notices to shareholders of record including, without limitation, proxy statements, Semiannual applicable laws and Annual Reports to shareholders;regulations; and
(f) Compile data for, prepare for execution Preparing and file all reports or other documents, furnishing the Company (at the Company's request) with performance information (including tax returns, required by Federal, state yield and other total return information) calculated in accordance with applicable U.S. securities laws and regulations, including those required by applicable Federal and state tax laws (other than those required reporting to external databases such information as may reasonably be filed by the Fund's Custodian or Transfer Agent); (g) Assist in developing and monitoring compliance procedures for the Fund and any Series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
(h) Determine, together with the Fund's Board of Directors, the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, shall be made by the Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigationrequested. In performing its duties as administrator of the Fundunder this Agreement, the Administrator FDISG: (a) will act in accordance with the Fund's CharterArticles, By-Laws, Prospectus, Statement of Additional Information Prospectuses and with the instructions and directions of the Fund's Board of Directors Company and will conform to, to and comply with, with the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, ; and (b) will consult with outside legal counsel to the FundCompany, as necessary and appropriate. Furthermore, FDISG shall not have or appropriatebe required to have any authority to supervise the investment or reinvestment of the securities or other properties which comprise the assets of the Company or any of its Funds and shall not provide any investment advisory services to the Company or any of its Funds.
Appears in 1 contract
Samples: Accounting Services Agreement (Sit Mutual Funds Inc)
Services and Duties. Subject to the supervision and control of ------------------- the FundCompany and the oversight of the Company's Board of Directors, the Administrator agrees undertakes to assist in supervising aspects perform the following types of the Fund's administrative operationsservices: Performance measurement and analysis, including but not limited to the furnishing performance of the following specific services for the Fund:
(a) Provide office facilities (which may be in the offices of the Administrator or a corporate affiliate of themdata, but shall be in such location as the Fund shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund;
(b) Furnish statistical data and research data, clerical ; Tax and treasury services, including preparing and stationery and office supplies;
filing various reports (c) Keep and maintain all financial accounts and records (other than those required to be maintained by the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Fund's net asset value, net income and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of Directors;
(e) Compile data for, and prepare required reports and notices to shareholders of record including, without limitation, proxy statements, Semiannual and Annual Reports to shareholders;
(f) Compile data for, prepare for execution and file all reports or other documents, including tax returns, ) or other documents required by Federalfederal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (regulations other than those required to be filed by the FundCompany's Custodian custodian, investment manager or Transfer Agent)transfer agent; (g) Assist Management of printing, including assisting in the preparation and printing of all documents, private placement memoranda and reports sent to members; Financial reporting and assisting in the preparation of financial statements; At the request of the Company, assisting in the preparation of all agendas, notices and minutes for meetings of the Company's Board of Directors or members; assisting in the preparation of all resolutions to be voted upon by the Board of Directors; assisting in the preparation of supporting information for such meetings with regard to the duties of the Administrator under this Agreement, and collection and distribution of supporting information for such meetings with respect to the duties performed by other persons who provide services to the Company; At the request of the Company, developing and monitoring compliance procedures for the Fund and any Series thereofCompany concerning, includingamong other matters, without limitation, procedures adherence of the Company to monitor compliance with applicable law and regulations, the Fund's its investment objectives, policies and policies, restrictions, its continued qualification as a regulated investment company under Subchapter M tax matters and applicable laws and regulations; Preparing and filing Form D notices with the Securities and Exchange Commission and monitoring state exemption filings and notices with various states and other jurisdictions made by other agents of the Internal Revenue Code Company; Management of 1986legal services; Providing or arranging administrative services to the members of the Company, including:
1. Maintaining a list of members and generally performing all actions related to the issuance, repurchase and transfer of interests, if any;
2. Reviewing and, subject to approval by the Directors, accepting subscriptions for interests and accepting payment for the interests;
3. Computing and disseminating the net asset value of the Company in accordance with the Company's Limited Liability Agreement and all amendments thereto (the "LLC Agreement");
4. Performing all acts related to the repurchase of interests;
5. Supervising the completion of, and furnishing, annual financial statements of the Company, as well as monthly reports regarding the Company's performance and net asset value, to members; and
6. Performing agreed upon services necessary in connection with the administration of the Company, including registrar and transfer agent functions, accounting and clerical services; Supervising third parties retained by the Administrator, if any, to perform any or all of the services listed above in Section (i) of this Paragraph (2). The Administrator's duties shall not include acting as Company accountant, pricing the Company's portfolio, acting as transfer agent, or performing blue sky registration services. To the extent any of these services are performed by the Administrator, the Administrator shall be entitled to separate compensation therefor. In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective Confidential Private Placement Memorandum of the Company and with the instructions and directions of the Company, (ii) conform to and comply with the requirements of the Investment Company Act of 1940, as amended (the "CodeInvestment Company Act");
(h) Determine, together with the Fund's Board of Directors, the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, shall be made by the Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigation. In performing its duties as administrator of the Fund, the Administrator (a) will act in accordance with the Fund's Charter, By-Laws, Prospectus, Statement of Additional Information and the instructions and directions of the Fund's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal federal or state laws and regulations, and (biii) will consult with outside legal counsel to and the Fundindependent public accountant for the Company, as necessary or and appropriate, on whose advice the Administrator shall be entitled to rely. The Company will furnish the Administrator from time to time with copies of any documents that the Administrator may reasonably request and that are necessary for it to perform its obligations and duties under this Agreement and will notify the Administrator as soon as possible of any matter materially affecting the performance by the Administrator of its services under this Agreement.
Appears in 1 contract
Samples: Administrative and Investor Services Agreement (Montgomery Partners Absolute Return Fund LLC)
Services and Duties. Subject to the supervision and control of ------------------- the FundCompany's Board of Directors, and as delineated on one or more Exhibit to the Administrator agrees Agreement, the Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of Directors;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing, all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing and providing advice with respect to all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and other tax matters;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Amended and Restated Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Directors with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(j) Determining, together with the FundCompany's Board of Directors, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting to the extent requested by the Company and its outside counsel with the preparation of the Company's Registration Statement on Form N-1A or any replacement therefor; and
(l) Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 1 contract
Samples: Administration Agreement (Excelsior Tax Exempt Funds Inc)
Services and Duties. Subject to the supervision and control of the ------------------- the FundCompany's Board of Directors, and as delineated on one or more Exhibit to the Administrator agrees Agreement, the Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of Directors;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing and providing advice with respect to all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and other tax matters;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Amended and Restated Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Directors with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(j) Determining, together with the FundCompany's Board of Directors, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting to the extent requested by the Company and its outside counsel with the preparation of the Company's Registration Statement on Form N- 1A or any replacement therefor; and
(l) Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 1 contract
Services and Duties. The Administrators enter into the following covenants jointly and severally with respect to their services and duties:
a. Subject to the supervision and control of ------------------- the FundCompany's Board of DirectorsTrustees, the Administrator agrees to Administrators shall assist in supervising all aspects of the Fund's administrative Funds' operations, including but not limited other than those investment advisory and accounting functions which are to be performed by the Company's investment adviser pursuant to the performance of Advisory Agreement and those advisory and other services to be performed by any sub-adviser or the following specific custodian pursuant to the Company's Sub-Advisory Agreement and Custodian Agreement, as amended from time to time, services for to be performed by the Funddistributor pursuant to the Company's Distribution Agreement and the transfer agent pursuant to the Company's Transfer Agency Agreement, as amended from time to time. In this regard, the Administrators' responsibilities include:
(a1) Provide office facilities Providing personnel and supervising a facility in Wilmington, Delaware (which or in such other location as the Company shall reasonably request) to receive purchase and redemption orders via the Company's toll-free in-WATS telephone lines and transmitting such requests to the Company's transfer agent as promptly as practicable;
(2) Providing for the preparing, supervising and mailing of confirmations for all purchase and redemption orders to shareholders of record;
(3) Providing and supervising the operation of an automated data processing system to process purchase and redemption orders (the Administrators assume responsibility for the accuracy of the data transmitted for processing or storage);
(4) Maintaining a procedure external to the transfer agent's system to reconstruct lost purchase and redemption data;
(5) Providing daily information and distributing written communications concerning the Funds to their shareholders of record; handling shareholder problems and calls; distributing weekly dividend letters and monthly listings of each money market Fund's portfolio securities to all its shareholders of record; and, at a shareholder's request, dividend letters and monthly listings of each non-money market Fund's portfolio securities;
(6) Supervising the services of individuals ("shareholder representatives") provided by PDI whose principal responsibility and function shall be to preserve and strengthen the Company's relationships with its shareholders;
(7) Administering all activities concerning the installation, maintenance, monitoring and inventory control of micro-computer equipment that may be leased (on lease terms authorized by the Company) by the Administrators and placed in the offices of certain shareholders of the Administrator or a corporate affiliate Company to facilitate shareholder access to the Company and related shareholder services (herein called the "Computer Access Program"). The Administrators shall provide the trustees of themthe Company with such reports, but shall be statistics and other information as they may from time to time reasonably request in such location as order to evaluate the Fund shall reasonably approveComputer Access Program administered by the Administrators pursuant to this Section 3(a)(7) and the Administrators' determination as to the costs which are reimbursable by each of the Funds under Section 4. If this Agreement is not renewed or is
(8) Monitoring the Company's arrangements with respect to services provided by certain institutional shareholders ("Service Organizations") under its restated Shareholder Services Plan, including monitoring and reviewing the services rendered by Service Organizations to their customers who beneficially own shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"); reviewing the qualifications of a principal financial officer Service Organizations wishing to be appointed enter into Servicing Agreements with the Company; assisting in the execution and delivery of Servicing Agreements; reporting to the Company's Board of Trustees with respect to the amounts paid or payable by the Fund;Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties.
(b) Furnish statistical and research data, clerical servicesb. The Administrators shall prepare or review, and stationery provide advice with respect to, all sales literature (advertisements, brochures and office supplies;shareholder communications) for each of the Funds and any series or subseries thereof.
(c) Keep and maintain all financial accounts and records (other than those required c. The Administrators shall participate to be maintained the extent requested by the FundCompany and its counsel in the periodic updating of the Company's Custodian Registration Statement; compile data and Transfer Agent) including without limit those required under Section 31 (a) accumulate information for and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Fund's net asset value, net income and net capital gain (loss) in accordance coordinate with the FundCompany's Prospectus and resolutions Treasurer the preparation of its Board of Directors;
(e) Compile data for, and prepare required reports and notices to shareholders of record and the Commission (e.g., Annual and Semi-Annual Reports on Form N-SAR), it being understood that the preparation and filing of timely Notices pursuant to Rule 24f-2 shall be performed by the Company's Treasurer with the assistance and advice of the Company's counsel; and file with the Commission and other federal and state agency, subject to the approval of the Company's Treasurer, reports and documents including, without limitation, proxy statements, Semiannual Annual and Semi-Annual Reports to shareholders;
(f) Compile data for, prepare for execution on Form N-SAR and file all reports or other documents, including tax returns, required by Federal, state and other applicable laws and regulations, including those required by applicable Federal federal and state tax laws (returns and required tax filings other than those required to be filed by the FundCompany's Custodian custodian or Transfer Agent); transfer agent.
d. For so long as the Company maintains an office in Wilmington, Delaware, the Administrators shall pay the Company on the first day of each month during such period an amount not to exceed $1,500 (g) Assist or such lesser amount as is appropriate in developing the event that the combined annual expenses of the Company, Trust for Federal Securities, Municipal Fund for
e. The Administrators, after consultation with the distributor and monitoring compliance procedures counsel for the Fund and any Series thereofCompany, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
(h) Determine, together with the Fund's Board of Directors, shall determine the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator sale. The Administrators shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any statestate and for preparing compliance filings pursuant to state securities laws with the advice of the Company's counsel. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares the Company or the any Fund as a dealer or broker, if applicable, broker shall be made by the Fund;Company or Fund involved.
(i) Provide financial data requested by the Fund f. Monitor, and its outside counsel;
(j) Perform such other duties related to the administration assist in developing compliance procedures for each of the series and subseries of the Company's Funds, which will include without limitation, procedures to monitor compliance with each Fund's operations as reasonably requested by the Board of Directorsinvestment objective, from time to time;policies and limitations, tax matters, and applicable laws and regulations.
(k) Assist g. The Administrators shall assist in the monitoring of regulatory and legislative developments which may affect the Fund and, Company; assist in response counseling the Company with respect to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, Company; and work with outside the Company's counsel to the Fund in connection with regulatory matters or litigation.
h. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrators agree that all records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request. The Administrators further agree to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act.
i. If the expenses borne by any Fund in any fiscal year exceed the applicable expense limitations imposed by the securities regulations of any state in which the Fund's shares are registered or qualified for sale to the public, the Administrators jointly and severally agree to reimburse such Fund for a portion of any such excess expense in an amount equal to the portion that the administration fees otherwise payable by the Fund to the Administrators bear to the total amount of the
j. In performing its all of their services and duties as administrator of the Fundco-administrators, the Administrator (a) Administrators will act in accordance conformity with the Fund's Charter, By-LawsCode, Prospectus, Statement of Additional Information Prospectuses and the resolutions and other instructions and directions of the FundCompany's Board of Directors Trustees and will conform to, and comply with, with the requirements of the 1940 Act and all other applicable Federal federal or state laws and regulations, and (b) will consult with outside legal counsel to the Fund, as necessary or appropriatelaw.
Appears in 1 contract
Samples: Custodian Agreement (Municipal Fund for Temporary Investment)
Services and Duties. Subject (a) As Administrator, and subject to the supervision and control of ------------------- the FundTrust's Board of DirectorsTrustees, the Administrator agrees to assist in supervising aspects of the Fund's administrative operationsBISYS will provide facilities, including but not limited to the performance of the following specific services for the Fund:
(a) Provide office facilities (which may be in the offices of the Administrator or a corporate affiliate of themequipment, but shall be in such location as the Fund shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund;
(b) Furnish statistical and research data, clerical services, internal compliance services relating to legal matters, and stationery personnel to carry out all administrative services required for operation of the business and office suppliesaffairs of the Trust, other than those investment advisory functions which are to be performed by the Trust's investment advisers, those services to be performed by the Trust's custodian, distributor, transfer agent and fund accounting agent, and those services normally performed by the Trust's counsel and auditors. BISYS' responsibilities include without limitation the following services:
(1) Providing a facility to receive purchase and redemption orders via toll-free IN-WATTS telephone lines or vxx xlectronic transmission;
(2) Providing for the preparing, supervising and mailing of confirmations for wire, telephone and electronic purchase and redemption orders;
(3) Providing and supervising the operation of an automated data processing system to process purchase and redemption orders received by BISYS (BISYS assumes responsibility for the accuracy of the data transmitted for processing or storage);
(4) Overseeing the performance of the Trust's custodian and transfer agent;
(5) Making available information concerning each Fund to its shareholders; distributing written communications to each Fund's shareholders of record such as periodic listings of each Fund's securities, annual and semi-annual reports, and Prospectuses and supplements thereto; and handling shareholder problems and calls relating to administrative matters; and
(6) Providing and supervising the services of employees whose principal responsibility and function shall be to preserve and strengthen each Fund's relationships with its shareholders.
(b) BISYS shall assure that persons are available to transmit wire, telephone or electronic redemption requests to the Trust's transfer agent as promptly as practicable.
(c) Keep and maintain all financial accounts and records (other than those required BISYS shall assure that persons are available to be maintained by transmit wire, telephone or electronic orders accepted for the Fundpurchase of Shares to the Trust's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");transfer agent as promptly as practicable.
(d) ComputeBISYS shall participate in the periodic updating of the Prospectuses and shall coordinate (i) the filing, printing and dissemination of reports to each Fund's shareholders and the Commission, including but not limited to annual reports and semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2, (ii) the preparation, filing, printing and dissemination of proxy materials, and transmit (iii) the preparation and filing of post-effective amendments to the NASD service for Trust's Registration Statement on Form N-1A relating to the publication updating of fund prices, the Fund's net asset value, net income financial information and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of Directors;other routine matters.
(e) Compile data forBISYS shall pay all costs and expenses of maintaining the offices of the Trust, wherever located, and prepare required reports and notices to shareholders shall arrange for payment by the Trust of record including, without limitation, proxy statements, Semiannual and Annual Reports to shareholders;all expenses payable by the Trust.
(f) Compile data forBISYS, prepare for execution and file all reports or other documents, including tax returns, required by Federal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the Fund's Custodian or Transfer Agent); (g) Assist in developing and monitoring compliance procedures after consultation with legal counsel for the Fund and any Series thereofTrust, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
(h) Determine, together with the Fund's Board of Directors, shall determine the jurisdictions in which the Fund's shares Shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations registration or qualification of shares the Shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, Funds shall be made by the Funds.
(g) BISYS shall provide the services of certain persons who may be appointed as officers of the Trust by the Trust's Board of Trustees.
(h) BISYS shall oversee the maintenance by the Trust's custodian and transfer agent of the books and records required under the 1940 Act in connection with the performance of the Trust's agreements with such entities, and shall maintain, or provide for the maintenance of, such other books and records (other than those required to be maintained by the Trust's investment advisers and fund accounting agent) as may be required by law or may be required for the proper operation of the business and affairs of the Trust and each Fund;. In compliance with the requirements of Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and records which it maintains, or is responsible for maintaining, for the Funds are the property of the Trust and further agrees to surrender promptly to the Trust any of such books and records upon the Trust's request. BISYS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act said books and records required to be maintained by Rule 31a-1 under said Act.
(i) Provide financial data requested by BISYS shall coordinate the Fund preparation of the Funds' federal, state and its outside counsel;local income tax returns.
(j) Perform BISYS shall prepare such other duties related reports relating to the administration business and affairs of the FundTrust and each Fund (not otherwise appropriately prepared by the Trust's operations investment adviser, transfer agent, fund accounting agent or the Trust's counsel or auditors) as the officers and Trustees of the Trust may from time to time reasonably requested by request in connection with the performance of their duties, and BISYS shall provide reports to the Board of DirectorsTrustees summarizing issues relating to the provision of BISYS' services hereunder, from time to time;of which BISYS is aware and the Board of Trustees should be aware.
(k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigation. In performing its duties as administrator Administrator of the FundTrust, the Administrator (a) BISYS will act in accordance conformity with the FundTrust's CharterCertificate, By-Laws, Prospectus, Statement of Additional Information Laws and Prospectuses and with the instructions and directions of the Fund's Board of Directors Trustees of the Trust and will conform to, to and comply with, with the requirements of the 1940 Act and all other applicable Federal federal or state laws and regulations, and (b) will consult with outside legal counsel . As to the Fundservices to be provided hereunder, as necessary or appropriateBISYS may rely conclusively upon the terms of the Prospectuses and Statement of Additional Information of the Trust to the extent that such services are described therein unless BISYS receives written instructions to the contrary in a timely manner from the Trust.
Appears in 1 contract
Samples: Administration Agreement (Victory Variable Insurance Funds)
Services and Duties. Subject to the supervision and control of the ------------------- Company, FDISG undertakes to provide the Fund's Board of Directors, the Administrator agrees services described in Schedule C to assist in supervising aspects of the Fund's administrative operationsthis Agreement, including but not limited to the performance of the following specific services for the Fundservices:
(a) Provide office facilities Accounting and bookkeeping services (which including the maintenance of such accounts, books and records of the Company as may be in the offices required by Section 31(a) of the Administrator or a corporate affiliate of them, but shall be in such location as the Fund shall reasonably approve) 1940 Act and the services of a principal financial officer to be appointed by the Fundrules thereunder);
(b) Furnish statistical and research data, clerical services, and stationery and office suppliesInternal auditing;
(c) Keep Valuing the assets of each Fund and maintain all financial accounts calculating the net asset value of the shares of the Fund consistent with the Registration Statement at the close of trading on the New York Stock Exchange ("NYSE") on each day on which the NYSE is open for trading, and records (at such other than those required to be maintained by times as the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act Board of 1940 (the "1940 Act")Directors may reasonably request;
(d) ComputeAccumulating information for and, and transmit subject to approval by the Company's Treasurer, preparing reports to the NASD service for Company's shareholders of record and the publication of fund pricesSEC including, the Fund's net asset valuebut not necessarily limited to, net income Annual Reports and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of DirectorsSemi- Annual Reports on Form N-SAR;
(e) Compile data forAssisting the Adviser, at the Adviser's request, in monitoring and prepare required reports developing compliance procedures for the Company which will include, among other matters, procedures to assist the Adviser in monitoring compliance with each Fund's investment objective, policies, restrictions, tax matters and notices to shareholders of record including, without limitation, proxy statements, Semiannual applicable laws and Annual Reports to shareholders;regulations; and
(f) Compile data for, prepare for execution Preparing and file all reports or other documents, furnishing the Company (at the Company's request) with performance information (including tax returns, required by Federal, state yield and other total return information) calculated in accordance with applicable U.S. securities laws and regulations, including those required by applicable Federal and state tax laws (other than those required reporting to external databases such information as may reasonably be filed by the Fund's Custodian or Transfer Agent); (g) Assist in developing and monitoring compliance procedures for the Fund and any Series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
(h) Determine, together with the Fund's Board of Directors, the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, shall be made by the Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigationrequested. In performing its duties as administrator of the Fundunder this Agreement, the Administrator FDISG: (a) will act in accordance with the Fund's CharterArticles, By-Laws, Prospectus, Statement of Additional Information Prospectuses and with the instructions and directions of the Fund's Board of Directors Company and will conform to, to and comply with, with the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, ; and (b) will consult with outside legal counsel to the FundCompany, as necessary and appropriate. Furthermore, FDISG shall not have or appropriatebe required to have any authority to supervise the investment or reinvestment of the securities or other properties which comprise the assets of the Company or any of its Funds and shall not provide any investment advisory services to the Company or any of its Funds.
Appears in 1 contract
Samples: Accounting Services Agreement (MML Series Investment Fund)
Services and Duties. Subject to the supervision and control of the ------------------- the FundCompany's Board of DirectorsTrustees, and as delineated on one or more Exhibits to the Agreement, the Administrator agrees Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of DirectorsTrustees;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing, providing advice with respect to, and filing with the National Association of Securities Dealers, Inc. all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring secondary compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance on a secondary basis with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (amended, and other tax matters, it being understood that the "Code")services provided by the Administrators pursuant to this paragraph are not intended and do not supplant the Funds' advisers' compliance obligations, and the Administrators are not liable for compliance violations resulting from the acts or omissions of the Funds' adviser;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Amended and Restated Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Trustees with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(j) Determining, together with the FundCompany's Board of DirectorsTrustees, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting to the extent requested by the Company and its outside counsel with the preparation of the Company's Registration Statement on Form N- 1A or any replacement therefor; and
(l) Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In addition, the parties shall also provide the services set forth in the Exhibits to this Agreement. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors Trustees and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 1 contract
Samples: Fund Accounting and Administration Agreement (Excelsior Funds Trust)
Services and Duties. Subject to the supervision and control of ------------------- the FundCompany's Board of Directors, and as delineated on one or more Exhibits to the Administrator agrees Agreement, the Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of Directors;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing, providing advice with respect to, and filing with the National Association of Securities Dealers, Inc. all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring secondary compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance on a secondary basis with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (amended, and other tax matters, it being understood that the "Code")services provided by the Administrators pursuant to this paragraph are not intended and do not supplant the Funds' advisers' compliance obligations, and the Administrators are not liable for compliance violations resulting from the acts or omissions of the Funds' adviser;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Amended and Restated Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Directors with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(j) Determining, together with the FundCompany's Board of Directors, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting to the extent requested by the Company and its outside counsel with the preparation of the Company's Registration Statement on Form N- 1A or any replacement therefor; and
(l) Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In addition, the parties shall also provide the services set forth in the Exhibits to this Agreement. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 1 contract
Samples: Fund Accounting and Administration Agreement (Excelsior Funds Inc)
Services and Duties. The Administrators enter into the following ------------------- covenants with respect to their administration and PFPC's accounting services and duties:
a. Subject to the supervision and control of ------------------- the FundCompany's Board of DirectorsTrustees, the Administrator agrees to BlackRock shall assist in supervising all aspects of the Fund's administrative Funds' operations, including but not limited other than (i) those investment advisory functions which are to be performed by the Company's investment advisers pursuant to the performance Company's Investment Advisory Agreements, as amended from time to time, (ii) those advisory and other services to be performed by any sub-adviser pursuant to the Company's Sub-Advisory Agreements, as amended from time to time, (iii) those services to be performed by the custodian pursuant to the Company's Custodian Agreement, as amended from time to time, (iv) those services to be performed by the distributor pursuant to the Company's Distribution Agreement, as amended from time to time, (v) those services to be performed by the transfer agent pursuant to the Company's Transfer Agency Agreement, as amended from time to time, and (vi) those services provided under the Plan.
b. Without limiting the generality of Section 3.a, PFPC shall provide the following services with respect to each individual class of shares of the following specific services for Funds and the Fundshareholders thereof (the "Class-Specific Administration Services") as indicated below:
(a1) Provide office facilities With respect to the Investor, Service and Institutional share classes of each Fund, providing personnel and supervising a facility in Wilmington, Delaware (which may be in the offices of the Administrator or a corporate affiliate of them, but shall be in such other location as the Fund Company shall reasonably approverequest) to receive purchase and redemption orders via the Company's toll-free in-WATS telephone lines and transmitting such requests to the Company's transfer agent as promptly as practicable;
(2) With respect to all share classes of each Fund, overseeing the preparation, supervision and mailing of confirmations for all purchase and redemption orders to shareholders of record;
(3) With respect to all share classes of each Fund, providing and supervising the operation of an automated data processing system to process purchase and redemption orders (PFPC assumes responsibility for the accuracy of the data transmitted for processing or storage); and
(4) With respect to all share classes of each Fund, maintaining a procedure external to the transfer agent's system to reconstruct lost purchase and redemption data.
c. Without limiting the generality of Section 3.a, BlackRock shall provide the following Class-Specific Administration Services with respect to each individual class of shares of the Funds and the shareholders thereof as indicated below:
(1) With respect to all share classes of each Fund, providing information and distributing written communications concerning the particular class of shares to their shareholders of record; handling shareholder problems and calls;
(2) With respect to the Investor, Service and Institutional share classes of each Fund, supervising the services of a individuals ("shareholder representatives") whose principal financial officer responsibility and function shall be to be appointed by preserve and strengthen the FundCompany's relationships with the shareholders of such class;
(b3) Furnish statistical With respect to the Investor and research dataService share classes of each Fund, clerical servicesmonitoring the Company's arrangements with respect to services provided by certain institutional shareholders ("Service Organizations") under the Plan, including monitoring and reviewing the services rendered by Service Organizations to their customers who beneficially own shares of such class, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"); reviewing the qualifications of Service Organizations wishing to enter into Servicing Agreements with the Company; assisting in the execution and delivery of Servicing Agreements; monitoring the operations of the Plan; monitoring the activities of the Company's transfer agent relating to the calculation of front-end sales charges and contingent deferred sales charges payable in connection with the purchase and redemption of shares, and stationery the payment of all such sales charges to the Company's distributor or others (subject to the applicable limitations of the National Association of Securities Dealers, Inc. on asset-based sales charges); reporting to the Company's Board of Trustees with respect to the amounts paid or payable by the Company from time to time under the Plan and office suppliesthe nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties;
(c4) Keep With respect to the Institutional share class of each Fund, monitoring the Company's arrangements with respect to institutional investors and maintain financial intermediaries ("Participating Institutions") purchasing shares on behalf of their customers and program participants, including monitoring and reviewing services rendered by Participating Institutions to their customers; providing and supporting customized purchase and redemption procedures; providing specialized performance reporting as required by Participating Institutions; and monitoring the percentage investment by Participating Institutions which are investment companies for purposes of compliance with 1940 Act limitations;
(5) With respect to the Investor, Service and Institutional share classes of each Fund, maintaining the Company's relationships with third-party industry data services, such as NASDAQ and Lipper Analytical Services, Inc. and reporting to such services with respect to ticker symbols, performance information and other information regarding the Funds, as appropriate;
(6) With respect to the Investor and Service share classes of each Fund, calculating the amount of fees payable with respect to the Plan with respect to such class of shares on a daily basis and remitting such fees pursuant to the Plan;
(7) With respect to the Investor, Service and Institutional share classes of each Fund, monitoring the investor programs that are offered from time to time in connection with such class of shares;
(8) With respect to all financial accounts share classes of each Fund, providing oversight and records related support services that are intended to ensure the delivery of quality service to the shareholders of such class; and
(9) With respect to all share classes of each Fund, providing such other similar services as the Company may reasonably request.
d. Without limiting the generality of Section 3.a, the Administrators shall provide the following services which are intended to benefit all of the classes of shares of a Fund (the "Fund-General Administration Services"):
(1) The Administrators shall participate to the extent requested by the Company and its counsel in the periodic updating of the Company's Registration Statement; compile data and accumulate information for and coordinate with the Company's Treasurer or Assistant Treasurer the preparation of reports to shareholders of record and the Commission (e.g., Annual and Semi-Annual Reports on ---- Form N-SAR), it being understood that the preparation and filing of timely Notices pursuant to Rule 24f-2 under the 1940 Act shall be performed by the Company's Treasurer or Assistant Treasurer with the assistance and advice of the Company's counsel; and file with the Commission and other federal and state agencies, subject to the approval of the Company's Treasurer or Assistant Treasurer, reports and documents including, without limitation, Annual and Semi-Annual Reports on Form N-SAR and federal and state tax returns and required tax filings other than those required to be filed by the Company's custodian or transfer agent.
(2) The Administrators shall be responsible for maintaining the registration or qualification of shares for sale under the securities laws of any state and for preparing compliance filings pursuant to state securities laws with the advice of the Company's counsel. Payment of share registration fees and any fees for qualifying or continuing the qualification of the Company or any Fund as a dealer or broker shall be made by the Company or Fund involved.
(3) The Administrators shall monitor, and assist in developing, compliance procedures for each of the Funds, which will include without limitation, procedures to monitor compliance with each Fund's investment objective, policies and limitations, tax matters, and applicable laws and regulations.
e. Without limiting the generality of Section 3.a, BlackRock shall provide the following Fund-General Administration Services:
(1) The oversight and coordination of the performance of each of the service providers to the Company, including without limitation, its investment advisers, sub-advisers, sub-administrators (if any), transfer agent, custodian, distributor, shareholder servicing agents, legal counsel and independent auditors;
(2) The negotiation of service contracts and arrangements between the Company and each of its service providers;
(3) Acting as liaison between the Company's Board of Trustees and its service providers;
(4) Assisting in the preparation of materials for meetings of the Company's Board of Trustees and shareholders;
(5) Providing general ongoing business management and support services in connection with the Company's operations;
(6) After consultation with the distributor and counsel for the Company, determining the jurisdictions in which the Funds' shares shall be registered or qualified for sale; and
(7) Assisting in monitoring of regulatory and legislative developments which may affect the Funds; assisting in counseling the Funds with respect to regulatory examinations or investigations; and working with the Company's counsel in connection with regulatory matters or litigation.
f. Without limiting the generality of Section 3.a, PFPC shall provide the following accounting services which are intended to benefit all of the classes of shares of a Fund: PFPC agrees to maintain all financial accounts, records, journals, ledgers and schedules for each Fund (other than those maintained by the FundCompany's Custodian custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act"its transfer agent);
(d) Compute, and transmit to install and maintain a system of internal controls appropriate for entities of the NASD service for size and complexity of each Fund, and to provide reports, financial statements and other statistical data as requested from time to time by the publication of fund pricesAdministrators or by the Company. In addition, the PFPC shall compute each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus Prospectuses and resolutions of its Board of Directors;
(e) Compile data for, and prepare required reports and notices to shareholders of record including, without limitation, proxy statements, Semiannual and Annual Reports to shareholders;
(f) Compile data for, prepare for execution and file all reports or other documents, including tax returns, required by Federal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the Fund's Custodian or Transfer Agent); (g) Assist in developing and monitoring compliance procedures for the Fund and any Series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
(h) DetermineTrustees. PFPC shall, together with the FundCompany's Board Treasurer or Assistant Treasurer, act as liaison with the Company's independent public accountants and shall provide account analyses, fiscal year summaries and other audit related schedules. PFPC shall take all reasonable action in the performance of Directors, its obligations under this Agreement to assure that the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible necessary information is made available to such accountants for the registration for sale and maintenance expression of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund their opinion, as a dealer or broker, if applicable, shall such may be made required by the Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, Company from time to time;.
g. Without limiting any other provision of this Section 3, the Administrators shall also provide the following services that are related to the other services specified herein:
(k1) Assist in In compliance with the monitoring requirements of regulatory Rule 31a-3 under the 1940 Act, the Administrators agree that all records which they maintain for the Company are the property of the Company and legislative developments further agree to surrender promptly to the Company any of such records upon the Company's request. PFPC further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 (other than the records required to be maintained under Rule 31a-1(b)(4), which may affect shall be preserved by BlackRock) under said Act.
(2) In the Fund andevent of equipment failures beyond PFPC's control, in response PFPC shall, at no additional expense to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto. PFPC shall enter into and work shall maintain in effect with outside counsel appropriate parties one or more agreements making reasonable provision for emergency use of electronic data processing equipment to the Fund in connection with regulatory matters or litigation. extent appropriate equipment is available.
(3) In performing its all of their services and duties as administrator of the Fundhereunder, the Administrator (a) Administrators will act in accordance conformity with the Fund's Charter, By-LawsCode, Prospectus, Statement of Additional Information Prospectuses and the resolutions and other instructions and directions of the FundCompany's Board of Directors Trustees and will conform to, and comply with, with the requirements of the 1940 Act and all other applicable Federal federal or state laws and regulations, and (b) will consult with outside legal counsel to the Fund, as necessary or appropriatelaw.
Appears in 1 contract
Services and Duties. Subject to the supervision and control of the ------------------- the FundCompany's Board of Directors, and as delineated on one or more Exhibits to the Administrator agrees Agreement, the Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of Directors;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing, providing advice with respect to, and filing with the National Association of Securities Dealers, Inc. all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring secondary compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance on a secondary basis with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (amended, and other tax matters, it being understood that the "Code")services provided by the Administrators pursuant to this paragraph are not intended and do not supplant the Funds' advisers' compliance obligations, and the Administrators are not liable for compliance violations resulting from the acts or omissions of the Funds' adviser;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Amended and Restated Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Directors with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(j) Determining, together with the FundCompany's Board of Directors, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting to the extent requested by the Company and its outside counsel with the preparation of the Company's Registration Statement on Form N-1A or any replacement therefor; and
(l) Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In addition, the parties shall also provide the services set forth in the Exhibits to this Agreement. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 1 contract
Samples: Fund Accounting and Administration Agreement (Excelsior Tax Exempt Funds Inc)
Services and Duties. Subject to the supervision and control of ------------------- the FundTrust's Board of DirectorsTrustees, and as delineated on one or more Exhibits to the Agreement, the Administrator agrees Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Trust shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundTrust's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundTrust's Prospectus and resolutions of its Board of DirectorsTrustees;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundTrust's Custodian or Transfer Agent); ;
(g) Assist Reviewing and providing advice with respect to all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and other tax matters;
(hi) DetermineMonitoring the Trust's arrangements with respect to services provided by certain organizations which have entered into Shareholder Servicing Agreements with the Trust ("Shareholder Servicing Agents") provided that each Administrator will only be responsible for monitoring arrangements with Shareholder Servicing Agents with whom the Administrator has established the servicing relationship on behalf of the Trust. With respect to such Shareholder Servicing Agents, the Administrators shall specifically monitor and review the services rendered by organizations to their customers who are the beneficial owners of shares, pursuant to the Shareholder Servicing Agreements including, without limitation, reviewing the qualifications of financial institutions wishing to be Shareholder Servicing Agents, assisting in the execution and delivery of Shareholder Servicing Agreements, reporting to the Trust's Board of Trustees with respect to the amounts paid or payable by the Trust from time to time under the Shareholder Servicing Agreements and the nature of the services provided by such organizations, and maintaining appropriate records in connection with such duties;
(k) Determining, together with the FundTrust's Board of DirectorsTrustees, the jurisdictions in which the FundTrust's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(il) Provide financial data Assisting to the extent requested by the Fund Trust and its outside counsel;counsel with the preparation of the Trust's Registration Statement on Form N-1A or any supplements or amendments thereto; and
(jm) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Trust and, in response to such developments, counsel counseling and assist assisting the Fund Trust in routine regulatory examinations or investigations of the FundTrust, and work working with outside counsel to the Fund Trust in connection with regulatory matters or litigation. In performing its their duties as administrator co-administrators of the FundTrust, the Administrator Administrators (a) will act in accordance with the FundTrust's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundTrust's Board of Directors Trustees and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundTrust, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Trust are the property of the Trust and further agree to surrender promptly to the Trust any of such records upon the Trust's request.
Appears in 1 contract
Samples: Administration Agreement (Excelsior Institutional Trust)
Services and Duties. Subject to the supervision and control of ------------------- the FundCompany's Board of DirectorsTrustees, and as delineated on one or more Exhibit to the Agreement, the Administrator agrees Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of DirectorsTrustees;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing, all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing and providing advice with respect to all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and other tax matters;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Organizations") under its Distribution Plan. With respect to Organizations, the Administrators shall specifically monitor and review the services rendered under the Distribution Plan by Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Organizations ("Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Organizations, assisting in the execution and delivery of Agreements, reporting to the Company's Board of Trustees with respect to the amounts paid or payable by the Company from time to time under the Agreements and the nature of the services provided by Organizations, and maintaining appropriate records in connection with such duties;
(j) Monitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Trustees with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(k) Determining, together with the FundCompany's Board of DirectorsTrustees, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(il) Provide financial data Assisting to the extent requested by the Fund Company and its outside counsel;counsel with the preparation of the Company's Registration Statement on Form N-1A or any replacement therefor; and
(jm) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors Trustees and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 1 contract
Samples: Administration Agreement (Excelsior Institutional Trust)
Services and Duties. (a) Subject to the supervision and control of ------------------- the Fund's Company and the oversight of the Company’s Board of Directors, the Administrator agrees undertakes to assist in supervising aspects perform the following types of services for each Series of the Fund's administrative operations, including but not limited to the performance of the following specific services for the FundCompany:
(a1) Provide office facilities (which may be in performance measurement and analysis, including furnishing performance data, statistical data and research data to the offices of the Administrator or a corporate affiliate of them, but shall be in such location as the Fund shall reasonably approve) and the services of a principal financial officer to be appointed by the FundCompany;
(b2) Furnish statistical tax and research data, clerical treasury services, including preparing and stationery and office supplies;
filing various reports (c) Keep and maintain all financial accounts and records (other than those required to be maintained by the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Fund's net asset value, net income and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of Directors;
(e) Compile data for, and prepare required reports and notices to shareholders of record including, without limitation, proxy statements, Semiannual and Annual Reports to shareholders;
(f) Compile data for, prepare for execution and file all reports or other documents, including tax returns, ) or other documents required by Federalfederal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (regulations other than those required to be filed by the Fund's Custodian Company’s custodian, investment manager or Transfer Agent)transfer agent;
(3) management of printing, including assisting in the preparation and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting the Company’s auditors in the preparation of financial statements;
(5) at the request of the Company, assisting in the preparation of all agendas, notices and minutes for meetings of the Company’s Board of Directors or Members; assisting in the preparation of all resolutions to be voted upon by the Board of Directors; assisting in the preparation of supporting information for such meetings with respect to matters that are within the scope of the duties of the Administrator under this Agreement, and collection and distribution of supporting information for such meetings with respect to matters within the scope of the duties performed by other persons who provide services to the Company;
(g6) Assist in at the request of the Company, developing and monitoring compliance procedures for the Fund and any Series thereofCompany concerning, includingamong other matters, without limitation, procedures adherence of the Company to monitor compliance with applicable law and regulations, the Fund's its investment objectives, policies and policies, restrictions, its continued qualification as a regulated investment company under Subchapter M tax matters and applicable laws and regulations;
(7) preparing and filing Form D notices with the Securities and Exchange Commission and monitoring state exemption filings and notices with various states and other jurisdictions made by other agents of the Internal Revenue Code Company;
(8) management of 1986legal services;
(9) providing or arranging administrative services to the Members of the Company, as amended including:
(i) maintaining a list of Members and generally performing all actions related to the "Code"issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(hiii) Determine, together computing and disseminating the net asset value of each Series in accordance with the Fund's LLC Agreement;
(iv) performing all acts related to the repurchase of Units;
(v) supervising the completion of, and furnishing, annual financial statements of the Company, as well as monthly reports regarding the Company’s performance and net asset value, to Members; and
(vi) performing agreed upon services necessary in connection with the administration of the Company, including registrar and transfer agent functions, accounting and clerical services;
(10) supervising third parties retained by the Administrator, if any, to perform any or all of the services listed above in Section (a) of this Paragraph (2); and
(11) performing such other administrative and investor services on behalf of the Company as the parties may agree from time to time.
(b) The Administrator is also authorized to make various determinations on behalf of each Series, and in particular the Administrator shall, under the supervision of the Board of Directors:
(1) accept or reject initial and additional subscriptions for Units; determine whether the Company should offer Units at other times than scheduled dates; reduce subscription minimums; accept subscriptions prior to receipt of cleared funds; waive the requirement that subscriptions be made in cash through a Sxxxxxx Xxxxx Bxxxxx Inc. brokerage account; waive any other requirement concerning the time and manner of subscription; suspend subscriptions for Units; consult with any placement agents retained by Company with respect to adjustment or waiver of placement fees;
(2) provide consent, under certain circumstances, to transfers of Units, and provide consent to transferees to become substituted Members; and
(3) with respect to repurchase of a Member’s Units by the Company without the consent of the Member, make any applicable determination as to the timing, manner and grounds for such repurchase; determine whether repurchases of Units by the Company shall be paid in cash, or by the distribution of securities in kind or partly in cash and partly in kind; reduce the amount to be repurchased from a Member so that any required minimum capital account balance is maintained (or alternatively repurchase all of the Member’s Units of a Series).
(c) Except as specifically described above in Section (a) of this Paragraph 2, the jurisdictions in which Administrator’s duties shall not include acting as Company accountant, pricing the Fund's shares shall be registered Company’s portfolio, acting as transfer agent, or qualified for sale and, in connection therewithperforming blue sky registration services. To the extent any of these services are performed by the Administrator, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, shall be made by the Fund;entitled to separate compensation therefor.
(id) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigation. In performing its duties as administrator of the Fundunder this Agreement, the Administrator will (ai) will act in accordance with the Fund's CharterLLC Agreement, By-Laws, Prospectus, Statement the effective Private Placement Memorandum of Additional Information the Company and with the instructions and directions of the Fund's Board of Directors and will Company, (ii) conform to, to and comply with, with the requirements of the 1940 Act Act, and all other applicable Federal federal or state laws and regulations, and (biii) will consult with outside legal counsel to and the Fundindependent public accountant for the Company, as necessary or and appropriate, on whose advice the Administrator shall be entitled to rely. The Company will provide the Administrator from time to time with copies of any documents that the Administrator may reasonably request and that are necessary for it to perform its obligations and duties under this Agreement and will notify the Administrator as soon as possible of any matter materially affecting the performance by the Administrator of its services under this Agreement.
Appears in 1 contract
Services and Duties. Subject to the supervision and control of ------------------- the FundCompany's Board of Directors, and as delineated on one or more Exhibit to the Administrator agrees Agreement, the Administrators agree to assist in supervising various aspects of the each Fund's administrative operations, including but not limited to the performance of the following specific services for the each Fund:
(a) Provide Providing office facilities (which may be in the offices of any of the Administrator Administrators or a corporate affiliate of any of them, but shall be in such location as the Fund Company shall reasonably approve) and the services of a principal financial officer to be appointed by the Fund);
(b) Furnish Furnishing statistical and research data, clerical services, and stationery and office supplies;
(c) Keep Keeping and maintain maintaining all financial accounts and records (other than those required to be maintained by the FundCompany's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act of 1940 (the "1940 Act");
(d) Compute, and transmit to the NASD service for the publication of fund prices, the Computing each Fund's net asset value, net income and net capital gain (loss) in accordance with the FundCompany's Prospectus and resolutions of its Board of DirectorsDirectors ;
(e) Compile Compiling data for, for and prepare preparing for execution and filing with the SEC required reports and notices to shareholders of record and the SEC including, without limitation, proxy statements, Semiannual Semi-Annual and Annual Reports to shareholdersShareholders, Semi-Annual Reports on Form N-SAR and timely Rule 24f-2 Notices;
(f) Compile Compiling data for, prepare and preparing for execution and file filing, all reports or other documents, including tax returns, documents required by Federal, state and other applicable laws and regulations, including those required by applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required to be filed by the FundCompany's Custodian or Transfer Agent); ;
(g) Assist Reviewing and providing advice with respect to all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or series thereof;
(h) Assisting in developing and monitoring compliance procedures for the each Fund and any Series class or series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the each Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and other tax matters;
(hi) DetermineMonitoring the Company's arrangements with respect to services provided by certain organizations ("Organizations") under its Amended and Restated Distribution Plan. With respect to Organizations, the Administrators shall specifically monitor and review the services rendered under the Amended and Restated Distribution Plan by Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Organizations ("Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Organizations, assisting in the execution and delivery of Agreements, reporting to the Company's Board of Directors with respect to the amounts paid or payable by the Company from time to time under the Agreements and the nature of the services provided by Organizations, and maintaining appropriate records in connection with such duties;
(j) Monitoring the Company's arrangements with respect to services provided by certain organizations ("Service Organizations") under its Amended and Restated Administrative Services Plan, provided that each Administrator will only be responsible for monitoring arrangements with Service Organizations with whom the Administrator has established the servicing relationship on behalf of the Company. With respect to such Service Organizations, the Administrators shall specifically monitor and review the services rendered by Service Organizations to their customers who are the beneficial owners of shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"), including, without limitation, reviewing the qualifications of financial institutions wishing to be Service Organizations, assisting in the execution and delivery of Servicing Agreements, reporting to the Company's Board of Directors with respect to the amounts paid or payable by the Company from time to time under the Servicing Agreements and the nature of the services provided by Service Organizations, and maintaining appropriate records in connection with such duties;
(k) Determining, together with the FundCompany's Board of Directors, the jurisdictions in which the FundCompany's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for maintaining the registration for sale and maintenance of the registrations or qualification of shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of Fund shares or the any Fund as a dealer or broker, if applicable, shall be made by the that Fund;
(il) Provide financial data Assisting to the extent requested by the Fund Company and its outside counsel;counsel with the preparation of the Company's Registration Statement on Form N-1A or any replacement therefor; and
(jm) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist Assisting in the monitoring of regulatory and legislative developments which may affect the Fund Company and, in response to such developments, counsel counseling and assist assisting the Fund Company in routine regulatory examinations or investigations of the FundCompany, and work working with outside counsel to the Fund Company in connection with regulatory matters or litigation. In performing its their duties as administrator co-administrators of the FundCompany, the Administrator Administrators (a) will act in accordance with the FundCompany's Charter, By-LawsBylaws, Prospectus, Statement of Additional Information Prospectus and the instructions and directions of the FundCompany's Board of Directors and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, and (b) will consult with outside legal counsel to the FundCompany, as necessary or appropriate. The Administrators will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act in connection with the services required to be performed hereunder. The Administrators further agree that all such records which they maintain for the Company are the property of the Company and further agree to surrender promptly to the Company any of such records upon the Company's request.
Appears in 1 contract
Samples: Administration Agreement (Excelsior Tax Exempt Funds Inc)
Services and Duties. Subject to the supervision and control of ------------------- the Fund's Board of DirectorsCompany, the Administrator agrees Resources under- takes to assist in supervising aspects of the Fund's administrative operations, including but not limited to the performance of provide the following specific services for the Fundservices:
(a) Provide office facilities Accounting and bookkeeping services (which including the maintenance of such accounts, books, and records of the Company as may be in the offices required by Section 31(a) of the Administrator or a corporate affiliate of them, but shall be in such location as the Fund shall reasonably approve) 1940 Act and the services of a principal financial officer to be appointed by the Fundrules thereunder);
(b) Furnish statistical and research data, clerical services, and stationery and office suppliesInternal auditing;
(c) Keep Valuing the assets of each Fund and maintain all financial accounts calculating the net asset value of the shares of the Fund at the close of trading on the New York Stock Exchange ("NYSE") on each day on which the NYSE is open for trading, and records (at such other than those required to be maintained by times as the Fund's Custodian and Transfer Agent) including without limit those required under Section 31 (a) and Rule 31a-1 under the Investment Company Act Board of 1940 (the "1940 Act")Directors may reasonably request;
(d) ComputeAccumulating information for and, and transmit subject to approval by the Company's Treasurer, preparing reports to the NASD service for Company's shareholders of record and the publication of fund pricesSEC, the Fund's net asset valueincluding, net income but not necessarily limited to, Annual Reports and net capital gain (loss) in accordance with the Fund's Prospectus and resolutions of its Board of DirectorsSemi- Annual Reports on Form N-SAR;
(e) Compile data forAssisting the Adviser, at the Adviser's request, in monitoring and prepare required reports developing compliance procedures for the Company, which will include, among other matters, procedures to assist the Adviser in monitoring compliance with each Fund's investment objective, policies, restrictions, tax matters and notices to shareholders of record including, without limitation, proxy statements, Semiannual applicable laws and Annual Reports to shareholders;regulations; and
(f) Compile data forPreparing and furnishing the Company (at the Company's request) with performance information (including yield and total return information), prepare for execution calculated in accordance with applicable U.S. securities laws, and file all reports or other documents, including tax returns, required by Federal, state and other applicable laws and regulations, including those required by applicable Federal and state tax laws (other than those required reporting to external databases such information as may reasonably be filed by the Fund's Custodian or Transfer Agent); requested.
(g) Assist in developing Form 1099 generation and monitoring compliance procedures for the Fund and any Series thereof, including, without limitation, procedures to monitor compliance with applicable law and regulations, the Fund's investment objectives, policies and restrictions, its continued qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
(h) Determine, together with the Fund's Board of Directors, the jurisdictions in which the Fund's shares shall be registered or qualified for sale and, in connection therewith, the Administrator shall be responsible for the registration for sale and maintenance of the registrations of shares for sale under the securities laws of any state. Payment of share registration fees for qualifying or continuing the qualification of Fund shares or the Fund as a dealer or broker, if applicable, shall be made by the Fund;
(i) Provide financial data requested by the Fund and its outside counsel;
(j) Perform such other duties related to the administration of the Fund's operations as reasonably requested by the Board of Directors, from time to time;
(k) Assist in the monitoring of regulatory and legislative developments which may affect the Fund and, in response to such developments, counsel and assist the Fund in routine regulatory examinations or investigations of the Fund, and work with outside counsel to the Fund in connection with regulatory matters or litigationreporting. In performing its duties as administrator of the Fundunder this Agreement, the Administrator Resources: (a) will act in accordance with the Fund's CharterArticles, By-Laws, ProspectusProspectuses, Statement of Additional Information and with the instructions and directions of the Fund's Board of Directors Company, and will conform to, and comply with, the requirements of the 1940 Act and all other applicable Federal or state laws and regulations, ; and (b) will consult with outside legal counsel to the FundCompany, as necessary and appropriate. Furthermore, Resources shall not have, or appropriatebe required to have, any authority to supervise the investment or reinvestment of the securities or other properties which comprise the assets of the Company or any of its Funds, and shall not provide any investment advisory services to the Company or any of its Funds.
Appears in 1 contract
Samples: Accounting Services Agreement (Investors Research Fund Inc)