SERVICES FURNISHED BY THE ADMINISTRATOR Sample Clauses

SERVICES FURNISHED BY THE ADMINISTRATOR. As transfer agent for the Fund’s Class A, Class B, Class C, Class J, Class P, Institutional Class, and Plan Class shares, the Administrator will provide all services customarily performed by transfer agents of investment companies, in accordance with the policies and practices of the Fund as disclosed in its prospectus or otherwise communicated to the Administrator from time to time, including, but not limited to, the following: (a) issuance, transfer, conversion, cancellation and registry of ownership of Fund shares, and maintenance of open account system; (b) preparation and distribution of dividend and capital gain payments to shareholders; (c) delivery, redemption and repurchase of shares, and remittances to shareholders; and (d) the solicitation and tabulation of proxy ballots and the preparation and distribution to shareholders of notices, proxy statements and proxies, reports, confirmation of transactions, prospectuses, tax information; (e) communication with shareholders concerning items (a), (b), (c) and (d) above; and (f) use its best efforts to qualify the Capital Stock of the Fund for sale in states and jurisdictions as directed by the Fund. As the Fund's Anti-Money Laundering Program agent, the Administrator will assure such the Fund's anti-money laundering procedures applicable to Class A, Class B, Class C, Class J, Class P, Institutional Class, and Plan Class shares are implemented and the program is operated in accordance with those procedures, and will provide such reports and information as the Fund may request from time to time to facilitate the Fund's oversight of such program. The Administrator will also make information and records relating to the Fund's Anti-Money Laundering Program available to federal regulators as required by law and will permit such regulators to examine and inspect the Administrator for purposes of the program. The Administrator will perform the specific requirements of the Fund’s Customer Identification Program and will annually certify it has implemented the Fund’s anti-money laundering program.
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SERVICES FURNISHED BY THE ADMINISTRATOR. As transfer agent for the Fund’s Class A, Class B, Class C, Class J, Class P, Class S, Class T, Institutional Class, Class R-6 and Plan Class shares, the Administrator will provide all services customarily performed by transfer agents of investment companies, in accordance with the policies and practices of the Fund as disclosed in its prospectus or otherwise communicated to the Administrator from time to time, including, but not limited to, the following: (a) issuance, transfer, conversion, cancellation and registry of ownership of Fund shares, and maintenance of open account system; (b) preparation and distribution of dividend and capital gain payments to shareholders; (c) delivery, redemption and repurchase of shares, and remittances to shareholders; and (d) the solicitation and tabulation of proxy ballots and the preparation and distribution to shareholders of notices, proxy statements and proxies, reports, confirmation of transactions, prospectuses, tax information; (e) communication with shareholders concerning items (a), (b), (c) and (d) above; and (f) use its best efforts to qualify the Capital Stock of the Fund for sale in states and jurisdictions as directed by the Fund. As the Fund's Anti-Money Laundering Program agent, the Administrator will assure such the Fund's anti-money laundering procedures applicable to Class A, Class B, Class C, Class J, Class P, Class S, Class T, Institutional Class, Class R-6 and Plan Class shares are implemented and the program is operated in accordance with those procedures, and will provide such reports and information as the Fund may request from time to time to facilitate the Fund's oversight of such program. The Administrator will also make information and records relating to the Fund's Anti-Money Laundering Program available to federal regulators as required by law and will permit such regulators to examine and inspect the Administrator for purposes of the program. The Administrator will perform the specific requirements of the Fund’s Customer Identification Program and will annually certify it has implemented the Fund’s anti-money laundering program.
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SERVICES FURNISHED BY THE ADMINISTRATOR. (a) Transfer Agent Services The Administrator will provide the following services with respect to the Plan Classes. As transfer agent for the Fund, the Administrator will provide all services customarily performed by transfer agents of investment companies, in accordance with the policies and practices of the Fund as disclosed in its prospectus or otherwise communicated to the Administrator from time to time, including, but not limited to, the following: (i) issuance, transfer, conversion, cancellation and registry of ownership of Fund shares, and maintenance of open account system; (ii) preparation and distribution of dividend and capital gain payments to shareholders; (iii) delivery, redemption and repurchase of shares, and remittances to shareholders; (iv) the tabulation of proxy ballots and the preparation and distribution to shareholders of notices, proxy statements and proxies, reports, confirmation of transactions, prospectuses, tax information; (v) communication with shareholders concerning items (i), (ii), (iii) and (iv) above; and (vi) use its best efforts to qualify the Capital Stock of the Fund for sale in states and jurisdictions as directed by the Fund.
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SERVICES FURNISHED BY THE ADMINISTRATOR. The Administrator will provide services to beneficial owners of Class 3 of each Account of the Fund that currently exist or hereafter is created and that offers Class 3 shares. Such services include, but are not limited to, the following: • teleservicing support in connection with the Accounts; • delivery of current prospectuses, statements of additional information, supplements, shareholder reports, notices, proxies and proxy statements and other informational materials to existing investors; • facilitation of the tabulation of investors’ votes in the event of a shareholder vote; receiving, tabulating and transmitting proxies executed by or on behalf of investors; • maintenance of investor records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to PVC or PGI as may be reasonably requested; • provision of support services, including providing information about PVC and its Accounts and answering questions concerning PVC and its Accounts, including questions respecting investors’ interests in one or more Accounts • provision and administration of insurance features for the benefit of investors in connection with the Portfolios, which may include fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; • receiving, aggregating and forwarding purchase and redemption orders; acting as the nominee for investors; maintaining account records and providing investors with account statements; processing dividend payments; issuing investor reports and transaction confirmations; providing sub-accounting services; and • general account administration activities and providing such similar services as PVC may reasonably request. In the carrying out of this function, the Administrator may contract with others, including companies affiliated with the Administrator, for data systems, processing services and other administrative services. The Administrator may at any time or times in its discretion appoint (and may at any time remove) other parties, including companies affiliated with the Administrator, as its agent to carry out such provisions of the Agreement as the Administrator may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Administrator of any of its responsibilities or liabilities hereunder.
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SERVICES FURNISHED BY THE ADMINISTRATOR. The Administrator will provide personal services to shareholders and beneficial owners of Class R-1, Class R-2, Class R-3, Class R-4 and Class R-5 shares (the “Plan Classes”) of each Series of Fund that currently exist or hereafter is created and that offers Plan Class shares. Personal services include: (a) responding to beneficial owner inquiries; (b) providing information regarding beneficial owner investments; (c) other similar personal services or services related to the maintenance of shareholder accounts as contemplated by NASD Rule 2830, or any successor thereto. In the carrying out of this function, the Administrator may contract with others, including companies affiliated with the Administrator, for data systems, processing services and other administrative services. The Administrator may at any time or times in its discretion appoint (and may at any time remove) other parties, including companies affiliated with the Administrator, as its agent to carry out such provisions of the Agreement as the Administrator may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Administrator of any of its responsibilities or liabilities hereunder.
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SERVICES FURNISHED BY THE ADMINISTRATOR. The Administrator will provide all accounting services customarily required by investment companies, in accordance with the requirements of applicable laws, rules and regulations and with the policies and practices of the Fund as communicated to the Administrator from time to time, including, but not limited to, the following: (a) Maintain fund general ledger and journal; (b) Prepare and record disbursements for direct Fund expenses; (c) Prepare daily money transfer; (d) Reconcile all Fund bank and custodian accounts; (e) Assist Fund independent auditors as appropriate; (f) Prepare daily projection of available cash balances; (g) Record trading activity for purposes of determining net asset values and daily dividend; (h) Prepare daily portfolio valuation report to value portfolio securities and determine daily accrued income; (i) Determine the net asset value per share daily or at such other intervals as the Fund may reasonably request or as may be required by law; (j) Prepare monthly, quarterly, semi-annual and annual financial statements; (k) Provide financial information for reports to the Securities and Exchange Commission in compliance with the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, the Internal Revenue Service and any other regulatory or governmental agencies as required; (l) Provide financial, yield, net asset value, and similar information to National Association of Securities Dealers, Inc., and other survey and statistical agencies as instructed from time to time by the Fund; (m) Investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Fund's operations; and (n) Obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Fund in accordance with the requirements of the Investment Company Act of 1940 and the rules thereunder, as such bonds and policies are approved by the Fund's Board of Directors.
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SERVICES FURNISHED BY THE ADMINISTRATOR. The Administrator will provide personal services to shareholders and beneficial owners of S Class shares of each Series of Fund that currently exists or hereafter is created and that offers S Class shares. Personal services include: (a) responding to beneficial owner inquiries; (b) providing information regarding beneficial owner investments; (c) other similar personal services or services related to the maintenance of shareholder accounts as contemplated by NASD Rule 2830, or any successor thereto. In the carrying out of this function, the Administrator may contract with others, including companies affiliated with the Administrator, for data systems, processing services and other administrative services. The Administrator may at any time or times in its discretion appoint (and may at any time remove) other parties, including companies affiliated with the Administrator, as its agent to carry out such provisions of the Agreement as the Administrator may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Administrator of any of its responsibilities or liabilities hereunder.
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SERVICES FURNISHED BY THE ADMINISTRATOR. As transfer agent for the Fund's Class J shares, the Administrator will provide all services customarily performed by transfer agents of investment companies, in accordance with the policies and practices of the Fund as disclosed in its prospectus or otherwise communicated to the Administrator from time to time, including, but not limited to, the following: (a) issuance, transfer, conversion, cancellation and registry of ownership of Fund shares, and maintenance of open account system; (b) preparation and distribution of dividend and capital gain payments to shareholders; (c) delivery, redemption and repurchase of shares, and remittances to shareholders; and (d) the tabulation of proxy ballots and the preparation and distribution to shareholders of notices, proxy statements and proxies, reports, confirmation of transactions, prospectuses, tax information; (e) communication with shareholders concerning items (a), (b), (c) and (d) above; and (f) use its best efforts to qualify the Capital Stock of the Fund for sale in states and jurisdictions as directed by the Fund.
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SERVICES FURNISHED BY THE ADMINISTRATOR. The Administrator shall provide shareholder and administrative services (the “Shareholder Services”) to the retirement plans and other beneficial owners (collectively “Beneficial Owners”) of the Plan Classes (the “Plans”). Shareholders Services shall not include any activities or expenses that are primarily intended to result in the sale of additional shares of the Fund. Shareholders Services and related expenses may include, but are not limited to, the following: (i) receiving, aggregating and processing purchase, exchange and redemption requests from Beneficial Owners; (ii) providing Beneficial Owners with a service that invests the assets of their accounts in Fund shares pursuant to pre-authorized instructions; (iii) processing dividend payments from the Fund on behalf of Beneficial Owners and changing shareholder account designations; (iv) acting as shareholder of record and nominee for Beneficial Owners; (v) maintaining account records for Beneficial Owners; (vi) providing notification to Beneficial Owners regarding transactions affecting their accounts; (vii) forwarding prospectuses, financial reports, tax information and other shareholder communications from the Fund to Beneficial Owners; (viii) distributing, receiving, tabulating and transmitting voting instructions from Beneficial Owners; and (ix) other similar administrative services.
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Related to SERVICES FURNISHED BY THE ADMINISTRATOR

  • Provision of Services by the Administrator The Administrator shall directly, or indirectly through one or more Affiliates (as defined below) or third parties as described in Section 1(b), engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Issuer and Masterworks Cayman: (i) Artwork-Level Services, including: (A) custodial and storage services for the Artwork; (B) maintaining asset-level insurance requirements for the Artwork; (C) managing transport for the Artwork in the ordinary course of business, including the display and exhibition thereof; (D) research services; (E) appraisal and valuation services; and (F) other services deemed necessary or appropriate by the Administrator at its discretion to maintain the Artwork; (ii) Entity-Level Services for the Issuer and Masterworks Cayman, including: (A) oversight and management of banking activities; (B) management of preparation and filing of SEC and other corporate filings; (C) financial, accounting and bookkeeping services, including retention of an auditor for the Issuer; (D) record-keeping, shareholder registrar, investor relations and regulatory compliance; (E) providing listing services, subject to the applicable law; (F) tax reporting services; (G) bill payment; (H) selecting and negotiating insurance coverage for the Issuer and Masterworks Cayman, including operational errors and omissions coverage and directors’ and officers’ coverage; (I) maintain the Issuer’s stock ledger and coordinating activities of the Issuer’s transfer agent, escrow agent and related parties; (J) software services; and (K) services related to Templum ATS trading. (iii) Non-Routine Services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential sale of the Artwork or the Issuer and the execution thereof; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the Artwork; (D) other transaction-related services, cost, payments and expenditures relating to the Artwork or the Issuer; (E) administrative services in connection with liquidation or winding up of the Issuer and Masterworks Cayman; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims (regardless of whether or not the Issuer is named as a defendant or party in any such claim); (G) Conservation, restoration (as deemed necessary by the Administrator), reframing and other expenditures that increase the value of the Artwork; and (H) other non-routine or extraordinary services.

  • SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST A. As investment adviser to the Portfolio, the Adviser will coordinate the investment and reinvestment of the assets of the Allocated Portion and determine the composition of the assets of the Allocated Portion, subject always to the supervision and control of the Manager and the Trustees of the Trust. B. As part of the services it will provide hereunder, the Adviser will: (i) obtain and evaluate pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion or are under consideration for inclusion in the Allocated Portion; (ii) formulate and implement a continuous investment program for the Allocated Portion; (iii) take whatever steps are necessary to implement the investment program for the Allocated Portion by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Allocated Portion; (iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Manager or the Trustees of the Trust and the Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing; (v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Allocated Portion, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Allocated Portion for which market prices are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Adviser manages, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Adviser in managing the Allocated Portion that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Adviser’s prior performance in the Trust’s Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by the Portfolio or its agent; and (vii) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. C. In furnishing services hereunder, the Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the SEC and delivered to the Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Manager. Prior to the commencement of the Adviser’s services hereunder, the Manager shall provide the Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. D. In furnishing services hereunder, the Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs a and b of rule 12d3-1.) E. The Adviser, at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Adviser’s duties under this Agreement. F. The Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Adviser is directed at all times to seek to execute transactions for the Allocated Portion (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Portfolio, in the name of the Allocated Portion or its nominees, the Adviser shall use its best efforts to obtain for the Allocated Portion best execution, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. G. Subject to the appropriate policies and procedures approved by the Board of Trustees, Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Adviser and the Allocated Portion an amount of commission for effecting a Portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Portfolio or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. H. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Portion as well as other clients of the Adviser, the Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner which the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Allocated Portion and to its other clients over time. The Manager agrees that Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Manager also acknowledges that Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and that Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. I. The Adviser will maintain all accounts, books and records with respect to the Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. J. The Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, vote proxies with respect to the Allocated Portion’s securities and exercise rights in corporate actions or otherwise in accordance with the Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Manager.

  • Indemnification by the Administrator The Administrator shall indemnify each Series and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by such Series which result from: (i) the Administrator's failure to comply with the terms of this Agreement with respect to such Series; or (ii) the Administrator's lack of good faith in performing its obligations hereunder with respect to such Series; or (iii) the Administrator's negligence or misconduct or that of its employees, agents or contractors in connection herewith with respect to such Series. A Series shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Series or its employees, agents or contractors other than the Administrator unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, a Series shall give the Administrator reasonable opportunity to defend against such claim in its own name or in the name of the Trust on behalf of such Series.

  • Information Furnished by the Underwriters The statements set forth in the last paragraph on the cover page, the stabilization legend on the inside cover page, and the statements in the first and third paragraphs under the caption "Underwriting" in any Prepricing Prospectus and in the Prospectus, constitute the only information furnished by or on behalf of the Underwriters through you as such information is referred to in Sections 7(b) and 9 hereof.

  • Services of the Administrator Subject to the general supervision of the Board of Directors of the Fund, the Administrator shall provide the following administrative services: (a) Provide all administrative services reasonably necessary for the operation of the Fund other than the investment advisory services performed by the investment adviser or sub-adviser, including, but not limited to, (i) coordinating all matters relating to the operation of the Fund, including any necessary coordination among the investment adviser, custodian, transfer agent, dividend disbursing agent, and portfolio accounting agent (including pricing and valuation of the portfolio), accountants, attorneys, and other parties performing services or operational functions for the Fund; (ii) maintaining or supervising the maintenance by third parties engaged by the Fund of such books and records of the Fund as may be required by applicable federal or state law; (iii) preparing or supervising the preparation by third parties selected by the Fund of all federal, state, and local tax returns and reports required by applicable law; (iv) preparing and filing, with the assistance of counsel, and arranging for the distribution of proxy materials and periodic reports to shareholders as required by applicable law; (v) preparing and arranging for the filing, with the assistance of counsel, of registration statements and other documents with the Securities and Exchange Commission (the "SEC") and other federal and state regulatory authorities as may be required by applicable law; (vi) taking such other action with respect to the Fund as may be required by applicable law, including without limitation the rules and regulations of the SEC and other regulatory agencies; (vii) providing the Fund, at the Administrator's expense, with adequate personnel, office space, communications facilities, and other facilities necessary for operation of the Fund as contemplated in this Agreement; (viii) arranging for meetings of the Fund's Board of Directors and, in connection therewith, providing the Board with necessary or appropriate information for its meetings; (ix) providing non-investment related statistical and research data and such other reports, evaluations and information as the Fund may request from time to time; (x) maintaining the Fund's existence, and during such time as shares of the Fund are publicly offered, maintaining the registration and qualification of the Fund's shares under federal and state law; and (xi) responding to inquiries from shareholders or their agents or representatives relating to the Fund, concerning, among other things, exchanges among funds, or referring any such inquiries to the Fund's officers or transfer agent. Nothing in this provision shall be deemed to inhibit the Fund or its officers from engaging, at the expense of the Fund, other persons to assist in providing administrative services to the Fund including, but not limited to, accounting agents, recordkeeping agents, proxy solicitation agents, attorneys, accountants, consultants and others. (b) Render to the Board of Directors of the Fund such periodic and special reports as the Board may reasonably request; (c) Make available its officers and employees to the Board of Directors and officers of the Fund for consultation and discussions regarding the administration of the Fund and the services provided to the Fund under this Agreement; and (d) Develop and implement, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.

  • Independence of the Administrator For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

  • Compensation of the Administrator For the services to be rendered by the Administrator as provided in Section 2 of this Agreement, the Portfolio shall pay to the Administrator, at the end of each month, a fee equal to one-twelfth of 0.15 percent of the net assets of the Portfolio. If this Agreement is terminated prior to the end of any month, the fee for such month shall be prorated.

  • Liability of the Administrator No provision of this Agreement shall be deemed to protect the Administrator against any liability to the Fund or its shareholders to which it might otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

  • Information Furnished by Underwriters The statements set forth in the last paragraph of the cover page and under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitute the written information furnished by or on behalf of the Underwriters referred to in Section 2 and Section 6 hereof.

  • INFORMATION TO BE FURNISHED BY THE TRUST The Trust has furnished to Ultimus the following: (a) Copies of the Agreement and Declaration of Trust (the “Declaration of Trust”) and of any amendments thereto, certified by the proper official of the state in which such document has been filed. (b) Copies of the following documents: (1) The Trust’s Bylaws and any amendments thereto; and (2) Certified copies of resolutions of the Trustees covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct Ultimus thereunder. (c) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct Ultimus in all matters. (d) Copies of the Prospectus and Statement of Additional Information for each Fund.

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