Services and Duties. (a) Subject to the control of the Company and the oversight of the Company’s Board of Directors, the Administrator undertakes to perform the following types of services for each Series of the Company: (1) performance measurement and analysis, including furnishing performance data, statistical data and research data to the Company; (2) tax and treasury services, including preparing and filing various reports (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those required to be filed by the Company’s custodian, investment manager or 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; (6) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, 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 Company; (8) management of legal services; (9) providing or arranging administrative services to the Members of the Company, including: (i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any; (ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor); (iii) computing and disseminating the net asset value of each Series in accordance with the 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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. (d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective 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 1940 Act, and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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. (a) The Administrator enters into the following covenants with respect to its administration and accounting services and duties:
a. Subject to the supervision and control of the Company and the oversight of the Company’s 's Board of Directors, the Administrator undertakes to perform the following types of services for each Series shall assist in supervising all aspects of the Portfolios' operations, other than those services performed by the Company's investment adviser pursuant to the Advisory Agreement, the custodian pursuant to the Company's Custodian Agreement, the distributor pursuant to the Company's Distribution Agreement and the transfer agent pursuant to the Company's Transfer Agency Agreement, each as amended from time to time. In this regard, the Administrator's responsibilities include:
(1) performance measurement Providing personnel and analysissupervising an office facility (which may be in the offices of the Administrator or an affiliate but shall be in such location as the Company shall reasonably determine) to receive purchase, including furnishing performance data, statistical data exchange and research data redemption orders via the Company's toll-free telephone lines (pursuant to the Administrator's procedures which the Administrator represents are designed to provide reasonable assurance that instructions by telephone are genuine and to prevent losses due to unauthorized or fraudulent telephone instructions) and transmitting such requests to the Company's transfer agent as promptly as is practicable;
(2) tax Providing information and treasury servicesdistributing written communications concerning the Portfolios to their shareholders of record, and assisting in handling shareholder problems and calls:
(3) Supervising the services of individuals ("shareholder representatives") provided by the Administrator whose principal responsibility and function shall be to preserve and strengthen the Company's relationships with its shareholders;
(4) Monitoring the Company's arrangements with respect to services provided by certain institutional shareholders ("Service Organizations") under its Amended and Restated Administrative Services Plans for Trust shares, Institutional shares or Investor shares, respectively, and its Distribution and Services Plan for Investor shares, including preparing monitoring and reviewing the services rendered by Service Organizations to their customers who are the record or beneficial owners of such shares, pursuant to agreements between the Company and such Service Organizations ("Servicing Agreements"); monitoring the distributor's operations under the Distribution and Services Plan and related distribution services agreements between the distributor and broker-dealers which provide services primarily intended to result in the sale of Investor shares pursuant to the Distribution and Services Plan (the "Distribution Services Agreements"); reviewing the qualifications of Service Organizations or broker-dealer organizations wishing to enter into Servicing Agreements with the Company or Distribution Services Agreements with the distributor; assisting in the execution and delivery of Servicing Agreements and Distribution Services 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 Plans and the nature of the services pursuant to the Services Agreements or Distribution Services Agreement and maintaining appropriate records in connection with such duties; and
(5) Mailing all communications by the Company to its shareholders or to their authorized representatives, including (but not limited to) reports to shareholders, dividend and distribution notices, and proxy material for its meetings of shareholders. The Administrator will receive and tabulate the proxy cards for the meetings of shareholders.
b. The Administrator shall furnish statistical and research data, clerical and certain bookkeeping services and stationery and office supplies; participate to the extent requested by the Company and its counsel in the periodic updating of the Company's Registration Statement; compile data for and prepare for execution and filing various by the Company all of the Company's federal and state tax returns and required tax filings other than those required to be made by the Company's custodian or transfer agent; prepare the Company's compliance filings pursuant to state securities laws and reports to shareholders of record and the Commission with the assistance of counsel to the Company (including tax returns) e.g., Annual and Semi-Annual Reports to Shareholders and Annual and Semi-Annual Reports on Form N-SAR or other documents required any replacement form therefor), it being understood that the preparation of timely Notices pursuant to Rule 24f-2 shall be performed with the assistance and advice of the Company's counsel and filed with the Commission by federal, state the Company's Secretary; file with the Commission and other applicable laws federal and regulations state agencies, reports and documents including, without limitation, Annual and Semi-Annual Reports to Shareholders, 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, investment manager 's custodian or transfer agent;; and generally assist in all aspects of the operations of the Portfolios.
(3) management of printingc. The Administrator, including assisting in after consultation with the preparation distributor and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting counsel for the Company’s auditors , shall determine the jurisdictions in which the preparation Company's shares shall be registered or qualified for sale. The Administrator shall be responsible for maintaining the registration or qualification of financial statements;
(5) at shares for sale under the request 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 Portfolio as a dealer or broker shall be made by the Company or Portfolio involved.
d. The Administrator shall monitor, assisting and assist in developing compliance procedures for each of the preparation of all agendas, notices and minutes for meetings classes of the Company’s Board of Directors or Members; assisting in the preparation of all resolutions 's Portfolios, which will include without limitation, procedures to be voted upon by the Board of Directors; assisting in the preparation of supporting information for such meetings monitor compliance with respect to matters that are within the scope of the duties of the Administrator under this Agreementeach Portfolio's investment objective, policies 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;
(6) at the request of the Companylimitations, developing and monitoring compliance procedures for the Company concerning, among other tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;.
(7) preparing e. The Administrator shall assist in monitoring of regulatory and filing Form D notices legislative developments which may affect the Company; assist in counseling the Company with the Securities and Exchange Commission and monitoring state exemption filings and notices with various states and other jurisdictions made by other agents respect to regulatory examinations or investigations of the Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of ; and work with the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 's counsel in connection with regulatory matters or litigation.
f. The Administrator agrees to keep and maintain the administration financial accounts and records, journals, ledgers and schedules for each Portfolio (other than those maintained by the Company's custodian and its transfer agent), including calculation of daily expense accruals; to perform the fund accounting duties as listed on Appendix B (as such Appendix may be, from time to time, amended or supplemented); and to install and maintain a system of internal controls appropriate for entities of the Companysize and complexity of each Portfolio, including registrar and transfer agent functionsto provide reports, accounting financial statements and clerical services;
(10) supervising third parties retained other statistical data as requested from time to time by the AdministratorCompany. The Administrator shall, if anytogether with the Company's Treasurer or Assistant Treasurer, act as liaison with the Company's independent auditors and shall provide account analyses, fiscal-year summaries and other audit related schedules. The Administrator shall take all reasonable action in the performance of its obligations under this Agreement to perform any or all assure that the necessary information is made available to such auditors for the expression of the services listed above in Section (a) of this Paragraph (2); and
(11) performing their opinion, as such other administrative and investor services on behalf of may be required by the Company as the parties may agree from time to time.
(b) g. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Company are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company's request. The Administrator 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 under said Act.
h. If the expenses borne by any Portfolio in any fiscal year exceed the applicable expense limitations imposed by the securities regulations of any state in which the Portfolio's shares are registered or qualified for sale to the public, the Administrator agrees to reimburse such Portfolio for a portion of any such excess expense in an amount equal to the proportion that the administration fees otherwise payable by the Portfolio to the Administrator bears to the total amount of the investment advisory and administration fees otherwise payable by the Portfolio. The expense reimbursement obligation of the Administrator is also authorized limited to make various determinations the amount of its fees hereunder for such fiscal year, PROVIDED, HOWEVER, that notwithstanding the foregoing, the Administrator shall reimburse such Portfolio for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Portfolio regardless of the amount of fees paid to the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Portfolio so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on behalf a monthly basis.
i. In the event of each Seriesequipment failures beyond the Administrator's control, and in particular the Administrator shall, under the supervision of the Board of Directors:
(1) accept or reject initial and at no additional subscriptions for Units; determine whether expense to the Company should offer Units at other times than scheduled dates; reduce subscription minimums; accept subscriptions prior and its Portfolios, take reasonable steps to receipt of cleared funds; waive the requirement that subscriptions be made in cash through a S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 minimize service interruptions but shall have no liability with respect to adjustment thereto. The Administrator shall enter into and shall maintain in effect with appropriate parties one or waiver more agreements making reasonable provision for emergency use 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 electronic data processing equipment 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 extent appropriate equipment is maintained (or alternatively repurchase available.
j. In performing all of the Member’s Units of a Series).
(c) Except its services and duties as specifically described above in Section (a) 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.
(d) In performing its duties under this Agreementadministrator, the Administrator will (i) act in accordance conformity with the LLC AgreementCharter, the effective Private Placement Memorandum of the Company By-Laws, Prospectuses and with the resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Directors and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulationslaw.
k. The Administrator may, at its expense, subcontract with any entity or person concerning the provision of the services contemplated hereunder; provided, however, that the Administrator shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor, and (iii) consult with legal counsel to and the independent public accountant for the Companyprovided further, as necessary and appropriate, on whose advice that the Administrator shall be entitled responsible to rely. The Company will provide the Administrator from time to time with copies extent provided in Section 7 below, for all acts of any documents that the Administrator may reasonably request and that are necessary for it to perform such subcontractor as is such acts were 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 Agreementown.
Appears in 1 contract
Services and Duties. (aA) Subject to the supervision and control of the Company and the oversight of the Company’s 's Board of Directors, BISYS will provide facilities, equipment, statistical and research data, clerical, accounting and bookkeeping services, internal auditing and legal services, and personnel to carry out all administrative services required for operation of the Administrator undertakes business and affairs of the Funds, other than those investment advisory functions which are to perform be performed by the Company's Investment Adviser, the services of Concord Financial as Distributor pursuant to the Distribution Agreement, those services to be performed by The Bank of New York and PNC Bank, National Association pursuant to the Company's Custody Agreements, those services to be performed by BISYS Fund Services, Inc. (the "Transfer Agent") pursuant to the Company's Transfer Agency Agreement and those services normally performed by the Company's counsel and auditors. The responsibilities of BISYS include without limitation the following types of services for each Series of the Companyservices:
(1) performance measurement Providing a facility to receive purchase and analysis, including furnishing performance data, statistical data and research data to the Companyredemption orders for Shares via toll-free IN-WATS telephone lines;
(2) tax Providing for the preparing, supervising and treasury servicesmailing of confirmations for all purchase and redemption orders for Shares;
(3) Providing and supervising the operation of an automated data processing system to process purchase and redemption orders for Shares received by
(4) Overseeing the performance of The Bank of New York, PNC Bank, National Association and Transfer Agent under the Custody Agreements and Transfer Agency Agreement with respect to the Funds;
(5) Making available information concerning each Fund to its shareholders; distributing written communications to each Fund's shareholders 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 ("relationship coordinators") 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 redemption requests for Shares to the Company's transfer agent as promptly as practicable.
(C) BISYS shall assure that persons are available to transmit orders accepted for the purchase of Shares to the transfer agent of the Company as promptly as practicable.
(D) BISYS shall participate in the periodic updating of the Funds' prospectuses and statements of additional information and shall accumulate information for and, subject to approval by the Company's Treasurer and legal counsel, coordinate the preparation, filing, printing and dissemination of reports to the Funds' shareholders and the Commission, including preparing but not limited to annual reports and filing various semi-annual reports on Form N-SAR, notices pursuant to Rule 24f-2 and proxy materials pertaining to the Funds.
(including tax returnsE) or BISYS shall compute each Fund's net asset value per share on each business day.
(F) BISYS shall calculate dividends and capital gain distributions to be paid to each Fund's shareholders in conformity with subchapter M of the Internal Revenue Code.
(G) BISYS shall pay all costs and expenses of maintaining the offices of the Company, wherever located, and shall arrange for payment by the Company of all expenses payable by the Company.
(I) BISYS shall provide the services of certain persons who may be appointed as officers of the Company by the Company's Board of Directors.
(J) BISYS shall oversee the maintenance by The Bank of New York, PNC Bank, National Association and Transfer Agent of the books and records pertaining to the Funds required under the 1940 Act in connection with the performance of the Custody Agreements and Transfer Agency Agreement, and shall maintain such other documents required by federal, state books and other applicable laws and regulations records with respect to the Funds (other than those required to be filed maintained by the Company’s custodian's Investment Adviser) as may be required by law or may be required for the proper operation of the business and affairs of the Funds. Without limiting the foregoing, investment manager or transfer agent;
(3) management of printing, including assisting BISYS shall obtain from the Company's prior administrator all books and records pertaining to the Funds that are required to be maintained under the 1940 Act and that are in the preparation prior administrator's possession, and printing shall be responsible for the proper maintenance of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting such records throughout the Company’s auditors in the preparation term 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. In compliance with the requirements of Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and collection and distribution of supporting information records which it maintains, or is responsible for such meetings with respect to matters within the scope of the duties performed by other persons who provide services to the Company;
(6) at the request of the Companymaintaining, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence and the Funds are the property of the Company and further agrees to its investment objectives, policies, restrictions, tax matters surrender promptly to the Company any of such books and applicable laws records upon the Company's request. BISYS further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act said books and regulations;records required to be maintained by Rule 31a-1 under said Act.
(7K) preparing BISYS shall prepare the Funds' federal, state 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 Company;local income tax returns.
(8) management of legal services;
(9L) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing BISYS shall prepare and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase of Units;
(v) supervising the completion of, and furnishing, annual financial statements approval of the Company's Treasurer, as well as monthly reports regarding disseminate to the Company’s performance 's directors each Fund's quarterly financial statements and net asset valueschedules of investments, and shall prepare such other reports relating to Members; and
the business and affairs of the Funds (vinot otherwise appropriately prepared by the Company's Investment Adviser, counsel or auditors) performing agreed upon services necessary as the officers and directors of the Company may from time to time reasonably request in connection with the administration performance 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 timetheir duties.
(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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(dN) In performing its duties under this Agreementas Administrator for the Funds, the Administrator BISYS will (i) act in accordance conformity with the LLC AgreementCompany's Charter, the effective Private Placement Memorandum By-laws, prospectuses and statements of the Company additional information, and with the instructions and directions of the Board of Directors of the Company. In addition, (ii) BISYS will conform to and comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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
Sources: Administration Agreement (Pacific Horizon Funds Inc)
Services and Duties. (a) Subject to the control of the Company and the oversight of the Company’s Board of 's Directors, the Administrator undertakes to perform the following types of services for each Series of the Company:
(1) performance services: Performance measurement and analysis, including furnishing performance data, statistical data and research data to the Company;
(2) tax data; Tax and treasury services, including preparing and filing various reports (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those required to be filed by the Company’s 's custodian, investment manager or transfer agent;
(3) management ; Management of printing, including assisting in the preparation and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial members; Financial reporting and assisting the Company’s auditors in the preparation of financial statements;
(5) at ; At the request of the Company, assisting in the preparation of all agendas, notices and minutes for meetings of the Company’s 's Board of Directors or Membersmembers; 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 regard 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;
(6) at ; At the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;
(7) preparing ; 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 Company;
(8) management ; Management of legal services;
(9) providing ; Providing or arranging administrative services to the Members members of the Company, including:
(i) maintaining 1. Maintaining a list of Members members and generally performing all actions related to the issuance, repurchase and transfer of Unitsinterests, if any;
(ii) reviewing 2. Reviewing and, subject to supervision approval by the Directors, accepting subscriptions for Units (interests and accepting payment therefor)for the interests;
(iii) computing 3. Computing and disseminating the net asset value of each Series the Company in accordance with the Company's Limited Liability Agreement and all amendments thereto (the "LLC Agreement");
(iv) performing 4. Performing all acts related to the repurchase of Unitsinterests;
(v) supervising 5. Supervising the completion of, and furnishing, annual financial statements of the Company, as well as monthly reports regarding the Company’s 's performance and net asset value, to Membersmembers; and
(vi) performing 6. 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 ; Supervising third parties retained by the Administrator, if any, to perform any or all of the services listed above in Section (ai) 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 Administrator’s 's duties shall not include acting as Company accountant, pricing the Company’s '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.
(d) . 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 1940 Investment Company Act of 1940, as amended (the "Investment Company Act"), and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary and appropriate, on whose advice the Administrator shall be entitled to rely. The Company will provide 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
Sources: Administrative and Investor Services Agreement (Montgomery Partners Absolute Return Fund LLC)
Services and Duties. (a) 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 Company and the oversight of the Company’s 's Board of Directors, the Administrator undertakes to perform the following types of services for each Series Administrators shall assist in supervising all aspects of the Funds' operations, other than those investment advisory and accounting functions which are to be performed by the Company's investment adviser pursuant to the Advisory Agreement and those advisory and other services to be performed by any sub-adviser or the custodian pursuant to the Company's Sub-Advisory Agreement and Custodian Agreement, as amended from time to time, services to be performed by the distributor 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:
(1) performance measurement Providing personnel and analysissupervising a facility in Wilmington, including furnishing performance data, statistical data Delaware (or in such other location as the Company shall reasonably request) to receive purchase and research data 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) tax Providing for the preparing, supervising and treasury servicesmailing 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, including preparing 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 MFD 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 Company to facilitate shareholder access to the Company and related shareholder services (herein called the "Computer Access Program"). The Administrators shall provide the directors of the Company with such reports, statistics and other information as they may from time to time reasonably request in order to evaluate the Computer 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 terminated, or if the Computer Access Program is discontinued, for any reason, the Company shall have the option to assume lessee's rights and obligations under its leases for the micro-computer equipment and under any related maintenance, insurance or other agreements; and
(8) Monitoring the Company's arrangements with respect to services provided by certain institutional
b. The Administrators shall prepare or review, and provide advice with respect to, all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or subclass thereof.
c. 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 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 various reports (including tax returns) or other documents required of timely Notices pursuant to Rule 24f-2 shall be performed by federal, state the Company's Treasurer with the assistance and advice of the Company's counsel; and file with the Commission and other applicable laws federal and regulations state agency, subject to the approval of the Company's 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, investment manager 's custodian or 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 (3) management of printing, including assisting or such lesser amount as is appropriate in the preparation and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting event that the Company’s auditors in the preparation of financial statements;
(5) at the request combined annual expenses of the Company, assisting Trust for Federal Securities, Municipal Fund for California Investors, Inc., Municipal Fund for New York Investors, Inc., Municipal Fund for Temporary Investment, Portfolios for Diversified Investment and The PNC(R) Fund (collectively, herein called the "Companies") in maintaining their offices in Wilmington, Delaware total less than $18,000 divided by the preparation number of all agendasCompanies which have maintained an office in Wilmington, notices Delaware during the previous month).
f. Monitor, and minutes assist in developing compliance procedures for meetings each of the classes and subclasses of the Company’s Board of Directors or Members; assisting in the preparation of all resolutions 's Funds, which will include without limitation, procedures to be voted upon by the Board of Directors; assisting in the preparation of supporting information for such meetings monitor compliance with respect to matters that are within the scope of the duties of the Administrator under this Agreementeach Fund's investment objective, policies 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;
(6) at the request of the Companylimitations, developing and monitoring compliance procedures for the Company concerning, among other tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;.
(7) preparing g. The Administrators shall assist in monitoring of regulatory 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 legislative developments which may affect the Company;
(8) management of legal services;
(9) providing or arranging administrative services to ; assist in counseling the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 regulatory examinations or waiver investigations of placement fees;the Company; and work with the Company's counsel in connection with regulatory matters or litigation.
(2) provide consenth. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 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 Administrators agree that all records which they maintain for the Company without are 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective Private Placement Memorandum 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 investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrators is limited to the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrators shall reimburse such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of
j. In performing all of their services and duties as co-administrators, the Administrators will act in conformity with the Charter, By-Laws, Prospectuses and resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Directors and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaw.
Appears in 1 contract
Sources: Administration Agreement (Temporary Investment Fund Inc)
Services and Duties. (a) The Administrators enter into the following covenants jointly and severally with respect to their administration and duties:
a. Subject to the supervision and control of the Company and Trust's Board of Trustees, the oversight Administrators shall assist in supervising all aspects of the Company’s Board of DirectorsFunds' operations, other than those investment advisory functions which are to be performed by the Trust's investment advisers pursuant to the Co-Advisory Agreement, those services to be performed by the custodian pursuant to the Trust's Custodian Agreement, those services to be performed by the distributor pursuant to the Trust's Distribution Agreement and those services to be performed by the transfer agent pursuant to the Trust's Transfer Agency and Services Agreement. In this regard, the Administrator undertakes to perform the following types of services for each Series of the CompanyAdministrators' responsibilities include:
(1) performance measurement and analysis, including furnishing performance data, statistical data and research data to Assisting in maintaining office facilities (which may be in the Companyoffices of any of the Administrators or a corporate affiliate but shall be in such location as the Trust shall reasonably determine);
(2) tax Furnishing clerical services and treasury servicesstationary and office supplies;
(3) Providing for the preparing, supervising and mailing of confirmations for all purchase and redemption orders to shareholders of record;
(4) 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);
(5) Maintaining a procedure external to the transfer agent's system to reconstruct lost purchase and redemption data;
(6) monitoring the Trust's arrangements with respect to services provided by certain institutional shareholders ("Shareholder Servicing Agents") to their customers who own Fund shares pursuant to agreements between the Trusts and such Shareholder Servicing Agents (the "Servicing Agreements"), including, among other things, reviewing the qualifications of Shareholder Servicing Agents wishing to enter into Servicing Agreements with the Trust, assisting in the execution and delivery of Servicing Agreements, reporting to the Boards of Trustees with respect to the amounts paid or payable by the Funds from time to time under the Servicing Agreements and the nature of the services provided by Shareholder Servicing Agents, and maintaining appropriate records in connection with its monitoring duties;
(7) Providing information and distributing written communications concerning the Funds to their shareholders of record; handling shareholder problems and calls, including preparing without limitation, calls relating to shareholder purchases and filing various redemptions and shareholder inquiries, and maintaining a primary facility for such telephone services;
(8) performing all administrative functions for the Trust and the Funds not otherwise assigned to another person by contract or otherwise and generally assist in the operations of the Trust and the Funds.
b. The Administrators shall prepare or review all sales literature (advertisements, brochures and shareholder communications) for the Funds.
c. The Administrators shall participate to the extent requested by the Trust and its counsel in the periodic updating of the Trust's Registration Statement; compile data and accumulate information for and prepare (i) reports to shareholders of record and the Commission (including tax returnse.g., Annual and SemiAnnual Reports on Form N-SAR) or other documents required by federal, state and (ii) notices pursuant to Rule 24f-2; and timely file with the Commission and other applicable laws federal and regulations state agencies, reports and documents including, without limitation, Annual and Semi-Annual Reports on Form N-SAR, notices pursuant to Rule 24f-2 and federal and state tax returns and required tax filings other than those required to be filed by the Company’s custodian, investment manager Trust's custodian or transfer agent;.
(3) management d. The Administrators, after consultation with the distributor and counsel for the Trust, shall determine the jurisdictions in which the Trust's shares shall be registered or qualified for sale. The Administrators shall be responsible registering or qualifying shares for sale under the securities laws of printingany state, including assisting in maintaining such registrations or qualifications, and for preparing compliance filings pursuant to state securities laws with 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 advice of the Company, assisting in Trust's counsel. Payment of share registration fees and any fees for qualifying or continuing the preparation of all agendas, notices and minutes for meetings qualification of the Company’s Board of Directors Trust or Members; assisting in the preparation of all resolutions to Funds as a dealer or broker shall be voted upon made by the Board of Directors; assisting in Trust or 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 AgreementFunds.
e. The Administrators shall monitor, 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;
(6) at the request of the Company, assist in developing and monitoring compliance procedures for the Company concerningFunds, among other matterswhich will include without limitation, adherence of procedures to monitor compliance with the Company to its Funds' investment objectives, policies, restrictionspolicies and limitations, tax matters matters, and applicable laws and regulations;.
(7) preparing f. The Administrators shall assist in monitoring the regulatory and filing Form D notices legislative developments which may affect the Trust; assist in counseling the Trust with respect to regulatory examinations or investigations of the Trust; and work with the Securities Trust's counsel in connection with regulatory matters or litigation.
g. The Administrators agree to maintain all financial accounts, records, journals, ledgers and Exchange Commission schedules for the Trust (other than those maintained by the Trust's custodian and monitoring state exemption filings its transfer agent), and notices with various states to install and maintain a system of internal controls appropriate for entities of the size and complexity of the Trust, and to provide reports, financial statements and other jurisdictions made by other agents of the Company;
(8) management of legal services;
(9) providing or arranging administrative services statistical data as requested from time to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision time by the DirectorsTrust. In addition, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the Administrators shall compute the Trust's net asset value of each Series value, net income and net capital gain (loss) in accordance with the LLC Agreement;
(iv) performing Trust's Prospectus and resolutions of its Board of Trustees. The Administrators shall act as liaison with the Trust's independent public accountants and shall provide account analyses, fiscal year summaries and other audit related schedules. The Administrators shall take all acts related reasonable action in the performance of their obligations under this Agreement to assure that the repurchase necessary information is made available to such accountants for the expression of Units;
(v) supervising the completion of, and furnishing, annual financial statements of the Companytheir opinion, 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 such may be required 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 Trust from time to time.
h. The Administrators shall monitor each Fund's expenses and shall pay all expenses on proper authorization from each Fund.
i. The Administrators shall monitor each Fund's compliance with Subchapter M of the Internal Revenue Code of 1986, as amended from time to time and its status as a regulated investment company thereunder.
j. The Administrators shall maintain each Fund's fidelity bond as required by the 1940 Act. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrators agree that all 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. The Administrators agree to maintain a back-up set of accounts and records of the Trust (bwhich back-up shall be updated on at least a weekly basis) at a location other than that where the original accounts and records are stored. The Administrator is also authorized to make various determinations on behalf Administrators shall assist the Trust, the Trust's independent auditors, or, upon approval of each Seriesthe Trust, any regulatory body, in any requested review of the Trust's accounts and records, and in particular reports by the Administrator shall, Administrators or their independent accountants concerning their accounting system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request. There shall be no additional fee for these services. The Administrators further agree to preserve for the periods prescribed by Rule 31a-2 under the supervision 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. 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 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 investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrators is limited to the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrators shall reimburse such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrators during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis. In performing all of their services and duties as co- administrators, the Administrators will act in conformity with the Declaration of Trust, Bylaws, Prospectuses and resolutions and other instructions of the Trust's Board of Directors:
(1) accept or reject initial Trustees 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective 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 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaws.
Appears in 1 contract
Services and Duties. (a) Subject to the control of the Company each respective Trust and the oversight of the Company’s each Trust's Board of DirectorsTrustees, the Administrator undertakes to perform the following types of services for each Series of the Companyservices:
(1a) performance Performance measurement and analysis, including furnishing performance data, statistical data and research data to the Companydata;
(2b) tax Tax and treasury services, including preparing and filing various reports (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those required to be filed by the Company’s each Trust's custodian, investment manager or transfer agent;
(3c) management Management of printing, including assisting in the preparation and printing of all documents, private placement memoranda prospectuses and reports sent to Membersshareholders;
(4d) financial Financial reporting and assisting the Company’s auditors in the preparation of financial statements;
(5e) at At the request of the Companyeach Trust, assisting in the preparation of all agendas, notices and minutes for meetings of the Company’s each Trust's Board of Directors Trustees or Membersshareholders; assisting in the preparation of all resolutions to be voted upon by the each Board of DirectorsTrustees; assisting in the preparation of supporting information for such meetings with respect regard 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 CompanyTrusts;
(6f) at At the request of the Companyeach Trust, developing and monitoring compliance procedures for the Company each Series concerning, among other matters, adherence of the Company each series to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;
(7g) 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 MembersBlue sky monitoring; and
(vih) performing agreed upon services necessary in connection with the administration Management of the Company, including registrar and transfer agent functions, accounting and clerical legal services;
(10) supervising third parties retained by the . 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 Administrator’s 's duties shall not include acting as Company Trust accountant, pricing the Company’s 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.
(d) . In performing its duties under this Agreement, the Administrator will (i) act in accordance with each Trust's Agreement and Declaration of Trust and all amendments thereto (the LLC Agreement"Declaration of Trust"), each Trust's By-Laws, the effective Private Placement Memorandum prospectuses and statements of additional information of the Company Series and with the instructions and directions of the Companyeach Trust, (ii) conform to and comply with the requirements of the 1940 Investment Company Act of 1940, as amended (the "Investment Company Act"), and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant accountants for the Companyeach Trust, as necessary and appropriate, on whose advice the Administrator shall be entitled to rely. The Company Each Trust will provide 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.this
Appears in 1 contract
Sources: Administrative Services Agreement (Montgomery Funds I)
Services and Duties. (a) 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 Company and the oversight of the Company’s Fund's Board of Directors, the Administrator undertakes to perform the following types of services for each Series Administrators shall assist in supervising all aspects of the CompanyFund's operations, other than those investment advisory and accounting functions which are to be performed by the Fund's investment adviser pursuant to the Advisory Agreement and those advisory and other services to be performed by any sub-adviser or the custodian pursuant to the Fund's Sub-Advisory Agreement and Custodian Agreement, as amended from time to time, services to be performed by the distributor pursuant to the Fund's Distribution Agreement and the transfer agent pursuant to the Fund's Transfer Agency Agreement, as amended from time to time. In this regard, the Administrators, responsibilities include:
(1) performance measurement Providing personnel and analysissupervising a facility in Wilmington, including furnishing performance data, statistical data Delaware (or in such other location as the Fund shall reasonably request) to receive purchase and research data redemption orders via the Fund's toll-free in-WATS telephone lines and transmitting such requests to the CompanyFund's transfer agent as promptly as practicable;
(2) tax Providing for the preparing, supervising and treasury services, including preparing mailing of confirmations for all purchase and filing various reports (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those required redemption orders to be filed by the Company’s custodian, investment manager or transfer agentshareholders of record;
(3) management Providing and supervising the operation of printing, including assisting in an automated data processing system to process purchase and redemption orders (the preparation and printing Administrators assume responsibility for the accuracy of all documents, private placement memoranda and reports sent to Membersthe data transmitted for processing or storage);
(4) financial reporting Maintaining a procedure external to the transfer agent's system to reconstruct lost purchase and assisting the Company’s auditors in the preparation of financial statementsredemption data;
(5) at Providing daily information and distributing written communications concerning the request Fund to its shareholders of record; handling shareholder problems and calls; distributing weekly dividend letters and monthly listings of the Company, assisting in the preparation Fund's portfolio securities to all its shareholders 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 Companyrecord;
(6) at Supervising the request services of individuals ("shareholder representatives") provided by MFD whose principal responsibility and function shall be to preserve and strengthen the Fund'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 Fund) by the Administrators and placed in the offices of certain shareholders of the CompanyFund to facilitate shareholder access to the Fund and related shareholder services (herein called the "Computer Access Program"). The Administrators shall provide the directors of the Fund with such reports, statistics and other information as they may from time to time reasonably request in order to evaluate the Computer 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 the Fund under Section 4. If this Agreement is not renewed or is terminated, or if the Computer Access Program is discontinued, for any reason, the Fund shall have the option to assume lessee's rights and obligations under its leases for the micro-computer equipment and under any related maintenance, insurance or other agreements; and
(8) Monitoring the Fund's arrangements with respect to services provided by certain institutional shareholders ("Service Organizations") under its 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 Service organizations wishing to enter into Servicing Agreements with the Fund; assisting in the execution and delivery of Servicing Agreements; reporting to the Fund's Board of Directors with respect to the amounts paid or payable by the Fund 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. The Administrators shall prepare or review, and provide advice with respect to, all sales literature (advertisements, brochures and shareholder communications) for the Fund and any class or subclass thereof.
c. The Administrators shall participate to the extent requested by the Fund and its counsel in the periodic updating of the Fund's Registration Statement; compile data and accumulate information for and coordinate with the Fund's 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 shall be performed by the Fund's Treasurer with the assistance and advice of the counsel; and file with the Commission and other federal and state agency, subject to the approval of the Fund's
d. For so long as the Fund maintains an office in Wilmington, Delaware, the Administrators shall pay the Fund on the first day of each month during such period an amount not to exceed $1,500 (or such lesser amount as is appropriate in the event that the combined annual expenses of the Fund, Trust for Federal Securities, Municipal Fund for California Investors, Inc., Portfolios for Diversified Investments, Temporary Investment Fund, Inc., Municipal Fund for Temporary Investment and The PNC(R) Fund (collectively, herein called the "Companies") in maintaining their offices in Wilmington, Delaware total less than $18,000 divided by the number of Companies which have maintained an office in Wilmington, Delaware during the previous month).
e. The Administrators, after consultation with the distributor and counsel for the Fund, shall determine the jurisdictions in which the Fund's shares shall be registered or qualified for sale. 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 Fund's counsel. Payment of share registration fees and any fees for qualifying or continuing the qualification of the Fund as a dealer or broker shall be made by the Fund.
f. Monitor, and assist in developing and monitoring compliance procedures for each of the Company concerningclasses of the Fund, among other which will include without limitation, procedures to monitor compliance with the Fund's investment objective, policies and limitations, tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;.
(7) preparing g. The Administrators shall assist in monitoring of regulatory and filing Form D notices legislative developments which may affect the Fund; assist in counseling the Fund with respect to regulatory examinations or investigations of the Fund; and work 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 Fund's counsel 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 Fund are the property of the Fund and further agree to surrender promptly to the Fund any of such records upon the Fund'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 the 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 the 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 Company, including registrar investment advisory and transfer agent functions, accounting and clerical services;
(10) supervising third parties retained administration fees otherwise payable by the AdministratorFund. The expense reimbursement obligation of the Administrators is limited to the amount of their fees hereunder for such fiscal year, if anyprovided however, to perform that notwithstanding the foregoing, the Administrators shall reimburse the Fund for a portion of any or such excess expenses in an amount
j. In performing all of their services and duties as co-administrators, the services listed above Administrators will act in Section (a) of this Paragraph (2); and
(11) performing such conformity with the Charter, By-Laws, Prospectus and resolutions and other administrative and investor services on behalf instructions 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 Fund's Board of Directors:
(1) accept or reject initial Directors 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective 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 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaw.
Appears in 1 contract
Sources: Administration Agreement (Municipal Fund for New York Investors Inc)
Services and Duties. (a) BlackRock will perform the services set forth below that are designated to it, and PFPC will perform the services set forth below that are designated to it. Each Administrator is responsible only for the services that it has specifically agreed to provide in the Agreement, and not for the services provided by the other Administrator or for any other services.
a. Subject to the supervision and control of the Company and the oversight of the Company’s Board of DirectorsTrustees, BlackRock shall assist in supervising all aspects of the Administrator undertakes Funds’ operations, other than (i) those investment advisory functions which are to perform be performed by the following types Company’s investment advisers pursuant to the 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 Company’s distribution and service plan relating to the respective classes of services for each Series shares of the Company’s investment portfolios and any amended or successor plan (the “Plan”).
b. Without limiting the generality of Section 4(a), PFPC shall provide the following services with respect to each individual class of shares of the Funds and the shareholders thereof (the “Class-Specific Administration Services”) as indicated below:
(1) performance measurement and analysis, including furnishing performance data, statistical data and research data With respect to the CompanyInvestor 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 upon instruction from the Company remitting such fees pursuant to the Plan;
(2) tax With respect to various share classes of each Fund, calculating and treasury reporting to third party industry data services (e.g., NASDAQ, Lipper Analytical Services) certain performance and other information;
(3) So long as PFPC serves as transfer agent to the Company, with respect to the Investor, Service and Institutional share classes of each Fund, providing for personnel and the supervising of a facility to receive purchase and redemption orders via the Company’s toll free in-WATS telephone lines;
(4) So long as PFPC serves as transfer agent to the Company, with respect to all share classes of each Fund, providing for the preparation, supervision and mailing of confirmations for all purchase and redemption orders to shareholders of record;
(5) So long as PFPC serves as transfer agent to the Company, with respect to all share classes of each Fund, providing for the operation of an automated data processing system to process purchase and redemption orders; and
(6) So long as PFPC serves as transfer agent to the Company, with respect to all share classes of each Fund, providing for the maintenance of a procedure external to the transfer agent’s system to reconstruct lost purchase and redemption data.
c. Without limiting the generality of Section 4(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 individuals (“shareholder representatives”) whose principal responsibility and function shall be to preserve and strengthen the Company’s relationships with the shareholders of such class;
(3) With respect to the Investor and Service share classes of each Fund, monitoring 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 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 the nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties;
(4) With respect to the Institutional share class of each Fund, monitoring the Company’s arrangements with respect to institutional investors and 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, including preparing such as NASDAQ and filing various reports (including tax returns) or other documents required by federalLipper Analytical Services, state and reporting to such services with respect to ticker symbols, performance information and other applicable laws information regarding the Funds, as appropriate;
(6) With respect to the Investor, Service and regulations Institutional share classes of each Fund, monitoring the investor programs that are offered from time to time in connection with such class of shares;
(7) With respect to all share classes of each Fund, providing oversight and related support services that are intended to ensure the delivery of quality service to the shareholders of such class; and
(8) 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 4(a), BlackRock shall provide the following services which are intended to benefit all the classes of shares of a Fund (the “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, other administrators and 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;
(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;
(8) Participating to the extent reasonably requested by the Company and its counsel in the periodic updating of the Company’s registration statement;
(9) Compiling data and accumulating information for and coordinating with the Company’s Treasurer or Assistant Treasurer the preparation of reports to shareholders of record and the Commission (other than those reports required to be prepared and filed by PFPC hereunder);
(10) Filing with the Commission and other federal and state agencies, subject to the approval of the Company’s Treasurer or Assistant Treasurer, reports and documents other than those reports and documents required to be filed by PFPC hereunder and those reports and documents required to be filed by the Company’s custodian, investment manager custodian or transfer agent;
(11) Monitoring, and assisting 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; and
(12) Monitoring the Funds’ expenses.
e. Without limiting the generality of Section 4(a), PFPC shall provide the following Fund-General Administration Services:
(1) Maintaining daily records of investment, capital share and income and expense activities and installing and maintaining a system of internal accounting controls appropriate for entities of the size and complexity of the respective Funds of the Company;
(2) Verifying investment buy/sell trade tickets when received from a Fund’s investment adviser (the “Adviser”) and transmitting trades to the Fund’s custodian (the “Custodian”) for proper settlement;
(3) management of printing, including assisting in the preparation and printing of all documents, private placement memoranda and reports sent to MembersMaintaining individual ledgers for investment securities;
(4) financial reporting and assisting the Company’s auditors in the preparation of financial statementsMaintaining historical tax lots for each security;
(5) at Reconciling cash and investment balances of a Fund with the request Custodian, and providing the Adviser with the beginning cash balance available for investment purposes;
(6) Updating the cash availability throughout the day as required by the Adviser;
(7) Posting to and preparing the Statement of Assets and Liabilities and the Statement of Operations for the annual and semi-annual shareholder reports;
(8) Calculating various contractual expenses (e.g., advisory fees);
(9) Upon receipt of necessary information from the Company, assisting in the monitoring and budgeting of expense accruals;
(10) Controlling all disbursements and authorizing such disbursements upon receipt of electronic mail instructions or Written Instructions;
(11) Calculating capital gains and losses in accordance with the relevant Fund’s Prospectus and resolutions of the Company’s Board of Trustees;
(12) Determining net income in accordance with the relevant Fund’s Prospectus and resolutions of the Company’s Board of Trustees;
(13) Obtaining security market quotes from independent pricing sources approved by the Adviser, or if such quotes are unavailable, then obtaining such prices from the Adviser, and in either case calculating the market value of the Fund’s investments;
(14) Transmitting or mailing a copy of the daily portfolio valuation to the Adviser;
(15) Computing net asset value;
(16) As appropriate, computing yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity;
(17) Preparing quarterly broker security transactions summaries;
(18) Preparing monthly security transaction listings;
(19) Supplying various normal and customary Fund and Company statistical data as requested on an ongoing basis;
(20) Preparing for execution and filing the Company’s Federal and state tax returns;
(21) With the assistance of Company officers and counsel, preparing and filing the Company’s Semi-Annual Reports with the Commission on Form N-SAR;
(22) With the assistance of Company officers and counsel, preparing and filing the Company’s Semi-Annual Reports with the Commission on Form N-CSR;
(23) With the assistance of Company officers and counsel, preparing and filing with the Commission the Company’s annual and semi-annual shareholder reports;
(24) Assisting in the preparation of all agendasregistration statements and other filings relating to the registration of the Company’s shares;
(25) Monitoring each Fund’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, notices as amended;
(26) Monitoring the Company’s compliance with the amounts and minutes conditions of each state blue sky qualification, filing documentation with such states as the Company shall direct relating to the initial or ongoing registration or qualification of shares in such states, and furnishing state-by-state blue sky registration reports to the Company;
(27) Assisting in the preparation of materials for meetings of the Company’s Board of Directors or Members; assisting in Trustees and shareholders;
(28) With the preparation assistance of all resolutions to be voted upon by Company officers and counsel, preparing for execution and filing the Board of Directors; assisting in Company’s Form 24F-2;
(29) Acting as liaison with the preparation of supporting information for such meetings Company’s independent public accountants, and providing account analyses, fiscal year summaries and other audit related schedules with respect to matters that are within each Fund. PFPC shall take all reasonable action in the scope performance of the duties of the Administrator its obligations under this AgreementAgreement to assure that the necessary information is made available to such accountants for the expression of their opinion, and collection and distribution of supporting information for as such meetings with respect may be reasonably required by the Company from time to matters within the scope of the duties performed by other persons who provide services to the Companytime;
(630) at the request of the Company, developing and monitoring compliance procedures for Providing to the Company concerningthe DataPathSM Internet access services as set forth on Exhibit Y attached hereto and made a part hereof (as such Exhibit Y may be amended from time to time), among other matterssubject to the terms of this Agreement and the terms set forth in such Exhibit Y. Persons who are Company “Authorized Individuals” to access DataPathSM are set forth on Exhibit Z attached hereto and made a part hereof, adherence of the Company as such Exhibit Z may be amended from time to its investment objectives, policies, restrictions, tax matters and applicable laws and regulationstime;
(731) 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating Reporting the net asset value of each Series in accordance Fund on a daily basis to NASDAQ with the LLC Agreementrespect to each share class that qualifies under NASDAQ reporting requirements;
(iv32) performing all acts related Providing periodic reports to the repurchase of Units;
(v) supervising the completion of, Company regarding “investment company taxable income” and furnishing, annual financial statements of “net capital gain” distributions in connection with certain tax related distribution requirements applicable to the Company, as well as monthly reports regarding the Company’s performance and net asset value, to Members; and
(vi33) performing agreed upon services necessary in connection with Providing periodic reports to the administration specified Adviser regarding a Fund’s unrealized and realized capital gains, containing such standard information and employing such form 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 report as the parties PFPC may agree from time to timetime determine.
(b) The Administrator is also authorized to make various determinations on behalf f. Without limiting any other provision of this Section 4, each Series, and in particular the Administrator shall, under the supervision of the Board Administrators separately agrees to provide the following services (and neither Administrator shall be responsible for the provision of Directors:such services by the other Administrator):
(1) accept or reject initial and additional subscriptions In compliance with the requirements of Rule 31a-3 under the 1940 Act, each Administrator agrees that all records which it maintains for Units; determine whether the Company should offer Units are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company’s request. Copies of any such records maintained by an Administrator will be provided by such Administrator to the Company upon the Company’s reasonable request and at other times than scheduled dates; reduce subscription minimums; accept subscriptions prior the Company’s expense. Each Administrator further agrees to receipt of cleared funds; waive preserve for the requirement periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act but only to the extent that subscriptions such records necessarily and specifically relate to the services required to be made in cash through a S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc. brokerage account; waive any other requirement concerning the time and manner of subscription; suspend subscriptions for Units; consult with any placement agents retained performed by Company with respect to adjustment or waiver of placement fees;such Administrator hereunder.
(2) provide consent, under certain circumstances, to transfers of Units, and provide consent to transferees to become substituted Members; and
(3) with With respect to repurchase of a Member’s Units by the Company without the consent of the Member, make any applicable determination as only to the timingservices designated to it hereunder, 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreementevent of equipment failures affecting the services designated to PFPC hereunder PFPC shall, the effective Private Placement Memorandum of the Company and with the instructions and directions of at no additional expense to the Company, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto and (ii) conform to PFPC shall enter into and comply shall maintain in effect with the requirements of the 1940 Act, and all other applicable federal appropriate parties one or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant more agreements making reasonable provision for the Company, as necessary 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.emerg
Appears in 1 contract
Services and Duties. (a) Subject to the supervision and control of the Company's Board of Directors, BISYS will provide facilities, equipment and personnel to carry out those administrative services that are for the benefit of all series of Shares in each of the Funds, provided that such services will not include those investment advisory functions which are to be performed by the Company's Investment Adviser, the services of Concord Financial as Distributor pursuant to the Distribution Agreement, those services to be performed by The Bank of New York and PNC Bank, National Association ("PNC") pursuant to the Company's Custody Agreements, those services to be performed by BISYS Fund Services, Inc. ("Transfer Agent") pursuant to the Company's Transfer Agency Agreement and those services normally performed by the Company's counsel and auditors.
(b) The responsibilities of BISYS include, without limitation, the following services:
(i) Participation in the periodic updating of the prospectuses and statements of additional information for the Funds (the "Prospectuses") and accumulation of information for and, subject to approval by the Company's Treasurer and legal counsel, coordination of the preparation, filing, printing and dissemination of reports to the Funds' shareholders and the Securities and Exchange Commission (the "Commission"), including but not limited to annual reports and semi-annual reports on Form N-SAR, notices pursuant to Rule 24f-2 and proxy materials;
(ii) Computation of each Fund's net asset value per share on each business day and determination of the variance of each Fund's amortized cost value per share from its market value per share;
(iii) Calculation of the expenses, dividends and capital gain distributions of each Fund;
(v) Determination, after consultation with legal counsel for the Company, of the jurisdictions in which Shares for sale to institutional investors are to be registered or qualified for sale and, in connection therewith, responsibility for the maintenance of the registration or qualification of the Shares for sale under the securities laws of such jurisdictions;
(vi) Provision of the services of persons who may be appointed as officers of the Company by the Company's Board of Directors;
(vii) Preparation and filing of the Company's federal, state and local income tax returns;
(viii) Preparation and, subject to approval of the Company's Treasurer, dissemination of the Company's and each Fund's quarterly financial statements and schedules of investments to the Company's directors, and preparation of such other reports relating to the business and affairs of the Company and each Fund as the oversight officers and directors of the Company may from time to time reasonably request; and
(ix) Provision of internal legal and accounting compliance services.
(c) In addition, BISYS shall provide the following services with respect to all shareholders in the Funds (regardless of the class of Shares held) who have made a minimum initial purchase of at least $500,000:
(i) Providing and supervising a facility to receive purchase and redemption orders via toll-free IN-WATS telephone lines;
(ii) Providing for the preparing, supervising and mailing of confirmations for all purchase and redemption orders;
(iii) 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);
(iv) Overseeing the performance of The Bank of New York, PNC and Transfer Agent under the Custody Agreements and Transfer Agency Agreement including a review of all correspondence from the transfer agent to shareholders for accuracy and timeliness in handling inquiries and review of dividend checks, statements and purchase and redemption orders for proper turn-around;
(v) Making available information concerning each Fund to shareholders; distributing written communications to each Fund's shareholders such as periodic listings of each Fund's portfolio securities, annual and semi-annual reports, and Prospectuses and supplements thereto; and handling shareholder problems and calls relating to administrative matters;
(vi) Providing and supervising the services of employees ("relationship coordinators") whose principal responsibility and function will be to preserve and strengthen each Fund's relationships with its shareholders;
(vii) Assuring that persons are available to transmit redemption requests to the Company’s 's transfer agent as promptly as practicable;
(viii) Assuring that persons are available to transmit orders accepted for the purchase of Shares to the transfer agent of the Company as promptly as practicable;
(ix) Preparing regular reports for internal use and for distribution to the Company's Board of Directors concerning shareholder activity; and
(x) Responding to shareholder inquiries sent to the Company.
(d) BISYS shall oversee the maintenance by The Bank of New York, PNC and Transfer Agent of the books and records required under the 1940 Act in connection with performance of the Custody Agreements and Transfer Agency Agreement, and shall maintain (or oversee the maintenance by such other persons as may from time to time be approved by the Company's Board of Directors, the Administrator undertakes to perform the following types of services for each Series of the Company:
) such other books and records (1) performance measurement and analysis, including furnishing performance data, statistical data and research data to the Company;
(2) tax and treasury services, including preparing and filing various reports (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those required to be filed maintained by the Company’s custodian, Funds' investment manager adviser) as may be required by law or transfer agent;
(3) management of printing, including assisting in may be required for 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 proper operation of the Company, assisting in the preparation of all agendas, notices business and minutes for meetings affairs of the Company’s Board Funds. In compliance with the requirements of Directors Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and records which it maintains, 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 is responsible for such meetings with respect to matters that are within the scope of the duties of the Administrator under this Agreementmaintaining, 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;
(6) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence and the Funds are the property of the Company and further agrees to its investment objectives, policies, restrictions, tax matters surrender promptly to the Company any of such books and applicable laws and regulations;records upon the Company's request. BISYS further agrees to preserve for
(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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(de) In performing its services and duties under this Agreementhereunder as Administrator for the Funds, the Administrator BISYS will (i) act in accordance conformity with the LLC AgreementCompany's Charter, the effective Private Placement Memorandum of the Company Bylaws and Prospectuses and with the instructions and directions of the Board of Directors of the Company, (ii) and will conform to and comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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
Sources: Basic Administrative Services Agreement (Pacific Horizon Funds Inc)
Services and Duties. (a) The Administrators enter into the following covenants jointly and severally with respect to their administration and duties:
a. Subject to the supervision and control of the Company and Trust's Board of Trustees, the oversight Administrators shall assist in supervising all aspects of the Company’s Board of DirectorsFunds' operations, other than those investment advisory functions which are to be performed by the Trust's investment advisers pursuant to the Co-Advisory Agreement, those services to be performed by the custodian pursuant to the Trust's Custodian Agreement, those services to be performed by the distributor pursuant to the Trust's Distribution Agreement and those services to be performed by the transfer agent pursuant to the Trust's Transfer and Dividend Disbursing Agency Agreement. In this regard, the Administrator undertakes to perform the following types of services for each Series of the CompanyAdministrators' responsibilities include:
(1) performance measurement and analysis, including furnishing performance data, statistical data and research data to Assisting in maintaining office facilities (which may be in the Companyoffices of any of the Administrators or a corporate affiliate but shall be in such location as the Trust shall reasonably determine);
(2) tax Furnishing clerical services and treasury servicesstationary and office supplies;
(3) Providing for the preparing, supervising and mailing of confirmations for all purchase and redemption orders to shareholders of record;
(4) 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);
(5) Maintaining a procedure external to the transfer agent's system to reconstruct lost purchase and redemption data; and
(6) Providing information and distributing written communications concerning the Funds to their shareholders of record; handling shareholder problems and calls, including preparing without limitation, calls relating to shareholder purchases and filing various redemptions and shareholder inquiries, and maintaining a primary facility for such telephone services.
b. The Administrators shall prepare or review all sales literature (advertisements, brochures and shareholder communications) for the Funds.
c. The Administrators shall participate to the extent requested by the Trust and its counsel in the periodic updating of the Trust's Registration Statement; compile data and accumulate information for and prepare (i) reports to shareholders of record and the Commission (including tax returnse.g., Annual and SemiAnnual Reports on Form N-SAR) or other documents required by federal, state and (ii) notices pursuant to Rule 24f-2; and timely file with the Commission and other applicable laws federal and regulations state agencies, reports and documents including, without limitation, Annual and SemiAnnual Reports on Form N-SAR, notices pursuant to Rule 24f-2 and federal and state tax returns and required tax filings other than those required to be filed by the Company’s custodian, investment manager Trust's custodian or transfer agent;.
(3) management d. The Administrators, after consultation with the distributor and counsel for the Trust, shall determine the jurisdictions in which the Trust's shares shall be registered or qualified for sale. The Administrators shall be responsible registering or qualifying shares for sale under the securities laws of printingany state, including assisting in maintaining such registrations or qualifications, and for preparing compliance filings pursuant to state securities laws with 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 advice of the Company, assisting in Trust's counsel. Payment of share registration fees and any fees for qualifying or continuing the preparation of all agendas, notices and minutes for meetings qualification of the Company’s Board of Directors Trust or Members; assisting in the preparation of all resolutions to Funds as a dealer or broker shall be voted upon made by the Board of Directors; assisting in Trust or 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 AgreementFunds.
e. The Administrators shall monitor, 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;
(6) at the request of the Company, assist in developing and monitoring compliance procedures for the Company concerningFunds, among other matterswhich will include without limitation, adherence of procedures to monitor compliance with the Company to its Funds' investment objectives, policies, restrictionspolicies and limitations, tax matters matters, and applicable laws and regulations;.
(7) preparing f. The Administrators shall assist in monitoring the regulatory and filing Form D notices legislative developments which may affect the Trust; assist in counseling the Trust with respect to regulatory examinations or investigations of the Trust; and work with the Securities Trust's counsel in connection with regulatory matters or litigation.
g. The Administrators agree to maintain all financial accounts, records, journals, ledgers and Exchange Commission schedules for the Trust (other than those maintained by the Trust's custodian and monitoring state exemption filings its transfer agent), and notices with various states to install and maintain a system of internal controls appropriate for entities of the size and complexity of the Trust, and to provide reports, financial statements and other jurisdictions made by other agents of the Company;
(8) management of legal services;
(9) providing or arranging administrative services statistical data as requested from time to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision time by the DirectorsAdministrators or by the Trust. In addition, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the Administrators shall compute the Trust's net asset value of each Series value, net income and net capital gain (loss) in accordance with the LLC Agreement;
(iv) performing Trust's Prospectus and resolutions of its Board of Trustees. The Administrators shall act as liaison with the Trust's independent public accountants and shall provide account analyses, fiscal year summaries and other audit related schedules. The Administrators shall take all acts related reasonable action in the performance of its obligations under this Agreement to assure that the repurchase necessary information is made available to such accountants for the expression of Units;
(v) supervising the completion of, and furnishing, annual financial statements of the Companytheir opinion, 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 such may be required 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 Trust from time to time.
(b) h. The Administrator is also authorized to make various determinations on behalf of Administrators shall monitor each SeriesFund's expenses, including, but not limited to, fund accounting, and in particular shall pay all expenses on proper authorization from each Fund.
i. The Administrators shall monitor each Fund's status as a regulated investment company under Subchapter M of the Administrator shallInternal Revenue Code of 1986, as amended from time to time.
j. The Administrators shall maintain each Fund's fidelity bond as required by the 1940 Act. In compliance with the requirements of Rule 31a-3 under the supervision 1940 Act, the Administrators agree that all 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. The Administrators agree to maintain a back-up set of accounts and records of the Trust (which back-up shall be updated on at least a weekly basis) at a location other than that where the original accounts and records are stored. The Administrators shall assist the Trust, the Trust's independent auditors, or, upon approval of the Trust, any regulatory body, in any requested review of the Trust's accounts and records, and reports by the Administrators or their independent accountants concerning their accounting system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request. There shall be no additional fee for these services. 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 the 1940 Act. 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 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 investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrators is limited to the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrators shall reimburse such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrators during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis. In performing all of their services and duties as co-administrators, the Administrators will act in conformity with the Declaration of Trust, Bylaws, Prospectuses and resolutions and other instructions of the Trust's Board of Directors:
(1) accept or reject initial Trustees 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective 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 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaws.
Appears in 1 contract
Sources: Co Administration Agreement (Pegasus Variable Annuity Fund)
Services and Duties. (a) 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 Company Company's Board of Trustees, the Administrators shall assist in supervising all aspects of the Funds' operations, other than those investment advisory and accounting functions which are to be performed by the Company's investment adviser pursuant to the Advisory Agreement and those advisory and other services to be performed by any sub-adviser or the custodian pursuant to the Company's Sub-Advisory Agreement and Custodian Agreement, as amended from time to time, services to be performed by the distributor pursuant to the Company's Distribution Agreement and the oversight of transfer agent pursuant to the Company’s Board of Directors's Transfer Agency Agreement, as amended from time to time. In this regard, the Administrator undertakes to perform the following types of services for each Series of the CompanyAdministrators' responsibilities include:
(1) performance measurement Providing personnel and analysissupervising a facility in Wilmington, including furnishing performance data, statistical data Delaware (or in such other location as the Company shall reasonably request) to receive purchase and research data 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) tax Providing for the preparing, supervising and treasury servicesmailing 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 MFD 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 Company to facilitate shareholder access to the Company and related shareholder services (herein called the "Computer Access Program"). The Administrators shall provide the directors of the Company with such reports, statistics and other information as they may from time to time reasonably request in order to evaluate the Computer 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 terminated, or if the Computer Access Program 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 preparing 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 Service Organizations wishing to 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 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. The Administrators shall prepare or review, and provide advice with respect to, all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or subclass thereof.
c. 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 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 various reports (including tax returns) or other documents required of timely Notices pursuant to Rule 24f-2 shall be performed by federal, state the Company's Treasurer with the assistance and advice of the Company's counsel; and file with the Commission and other applicable laws federal and regulations state agency, subject to the approval of the Company's 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, investment manager 's custodian or 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 (3) management of printing, including assisting or such lesser amount as is appropriate in the preparation and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting event that the Company’s auditors in the preparation of financial statements;
(5) at the request combined annual expenses of the Company, assisting Portfolios for Diversified Investment, Municipal Fund for California Investors, Inc., Municipal Fund for New York Investors, Inc., Municipal Fund for Temporary Investment,
e. The Administrators, after consultation with the distributor and counsel for the Company, shall determine the jurisdictions in which the preparation Company's shares shall be registered or qualified for sale. The Administrators shall be responsible for maintaining the registration or qualification of all agendas, notices shares for sale under the securities laws of any state and minutes for meetings preparing compliance filings pursuant to state securities laws with the advice of the Company’s Board 's counsel. Payment of Directors share registration fees and any fees for qualifying or Members; assisting in continuing the preparation qualification of all resolutions to the Company or any Fund as a dealer or broker shall be voted upon made by the Board of Directors; assisting Company or Fund involved.
f. Monitor, and assist in the preparation of supporting information developing compliance procedures for such meetings with respect to matters that are within the scope each 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;
(6) at the request classes of the Company's Funds, developing which will include without limitation, procedures to monitor compliance with each Fund's investment objective, policies and monitoring compliance procedures for the Company concerninglimitations, among other tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;.
(7) preparing g. The Administrators shall assist in monitoring of regulatory 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 legislative developments which may affect the Company;
(8) management of legal services;
(9) providing or arranging administrative services to ; assist in counseling the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 regulatory examinations or waiver investigations of placement fees;the Company; and work with the Company's counsel in connection with regulatory matters or litigation.
(2) provide consenth. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 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 Administrators agree that all records which they maintain for the Company without are 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective Private Placement Memorandum 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 investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrators is limited to the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the
j. In performing all of their services and duties as co-administrators, the Administrators will act in conformity with the Charter, By-Laws, Prospectuses and resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Trustees and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaw.
Appears in 1 contract
Sources: Administration Agreement (Trust for Federal Securities)
Services and Duties. (a) BlackRock will perform the services set forth below that are designated to it, and PFPC will perform the services set forth below that are designated to it. Each Administrator will be responsible only for the services it has agreed to provide herein, and not for the services provided by the other Administrator or any other services.
a. Subject to the supervision and control of the Company Company's Board of Trustees, BlackRock shall assist in supervising all aspects of the Funds' operations, other than (i) those investment advisory functions which are to be performed by the Company's investment advisers pursuant to the 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 5.a, PFPC shall provide the following services with respect to each individual class of shares of the Funds and the oversight of shareholders thereof (the Company’s Board of Directors, the Administrator undertakes to perform the following types of services for each Series of the Company"Class-Specific Administration Services") as indicated below:
(1) performance measurement With respect to the Investor, Service and analysisInstitutional share classes of each Fund, including furnishing performance dataproviding personnel and supervising a facility in Wilmington, statistical data Delaware (or in such other location as the Company shall reasonably request) to receive purchase and research data 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) tax With respect to all share classes of each Fund, providing for the preparation, supervision and treasury 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 in accordance with the standard of care provided for herein for the accuracy of the data transmitted for processing or storage, provided such data is received by PFPC in good form and in a format acceptable to it);
(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;
(5) 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 upon instruction from the Company remitting such fees pursuant to the Plan; and
(6) With respect to various share classes of each Fund, calculating and reporting to third party industry data services (e.g., NASDAQ, Lipper Analytical Services, Inc.) certain performance and other information.
c. Without limiting the generality of Section 5.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 individuals ("shareholder representatives") whose principal responsibility and function shall be to preserve and strengthen the Company's relationships with the shareholders of such class;
(3) With respect to the Investor and Service share classes of each Fund, monitoring 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 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 the nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties;
(4) With respect to the Institutional share class of each Fund, monitoring the Company's arrangements with respect to institutional investors and 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, including preparing such as NASDAQ and filing various reports (including tax returns) or other documents required by federalLipper Analytical Services, state Inc. and reporting to such services with respect to ticker symbols, performance information and other applicable laws information regarding the Funds, as appropriate;
(6) With respect to the Investor, Service and regulations Institutional share classes of each Fund, monitoring the investor programs that are offered from time to time in connection with such class of shares;
(7) With respect to all share classes of each Fund, providing oversight and related support services that are intended to ensure the delivery of quality service to the shareholders of such class; and
(8) 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 5.a, BlackRock shall provide the following services which are intended to benefit all the classes of shares of a Fund (the "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, other administrators and 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;
(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;
(8) Participating to the extent reasonably requested by the Company and its counsel in the periodic updating of the Company's Registration Statement;
(9) Compiling data and accumulating information for and coordinating with the Company's Treasurer or Assistant Treasurer the preparation of reports to shareholders of record and the Commission (other than those reports required to be prepared and filed by PFPC hereunder);
(10) Filing with the Commission and other federal and state agencies, subject to the approval of the Company's Treasurer or Assistant Treasurer, reports and documents other than those reports and documents required to be filed by PFPC hereunder and those reports and documents required to be filed by the Company’s custodian, investment manager 's custodian or transfer agent;
(11) Monitoring, and assisting 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; and
(12) Monitoring the Funds' expenses.
e. Without limiting the generality of Section 5.a, PFPC shall provide the following Fund-General Administration Services:
(1) Maintaining required financial accounts, records, journals, ledgers and schedules for each Fund (other than those maintained or required to be maintained by the Company's custodian or transfer agent), and installing and maintaining a system of internal accounting controls appropriate for entities of the size and complexity of each Fund;
(2) Participating to the extent reasonably requested by the Company and its counsel in the periodic updating of the Company's Registration Statement;
(3) management In coordination with the Company's Treasurer or Assistant Treasurer and with assistance of printingCompany counsel, including assisting in preparing and filing the preparation Company's Annual and printing of all documents, private placement memoranda and reports sent to MembersSemi-Annual Reports on Form N-SAR;
(4) financial reporting and assisting In coordination with the Company’s auditors in 's Treasurer or Assistant Treasurer, preparing and filing with the preparation of financial statementsCommission the Funds' annual and semi-annual shareholder reports;
(5) at In coordination with the request Company's Treasurer or Assistant Treasurer, preparing for execution and filing the Company's Form 24F-2;
(6) Preparing for execution and (subject to the approval of the Company's Treasurer or Assistant Treasurer) filing the Company's federal and state tax returns;
(7) Pursuant to the instruction of the Company, preparing and filing documentation with applicable states relating to the initial registration or qualification of shares in such states as the Company shall direct. Payment of applicable fees shall be made by the Company or Fund involved;
(8) Maintaining the registration or qualification of shares for sale under the securities laws of such states as PFPC shall be initially instructed by the Company and preparing compliance filings pursuant to the securities laws of such states. Payment of applicable fees shall be made by the Company or Fund involved;
(9) Preparing and filing name change applications pursuant to the securities laws of various states, as instructed by the Company. Payment of applicable fees shall be made by the Company or Fund involved;
(10) Providing reports, financial statements and other statistical data as reasonably requested from time to time by the Company;
(11) Assisting in the preparation of materials for meetings of the Company's Board of Trustees and shareholders;
(12) Monitoring each Fund's status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986 (as amended);
(13) Preparing and providing to the Company a standard quarterly brokerage commission summary, showing the commissions paid per broker;
(14) Verifying investment buy/sell trade tickets when received from a Fund's investment adviser (the "Adviser") and transmitting trades to the Fund's custodian (the "Custodian") for settlement;
(15) Reconciling cash and investment balances of a Fund with the Custodian, and providing the Adviser with the beginning cash balance available for investment purposes;
(16) Calculating various contractual expenses (e.g., advisory fees);
(17) Upon receipt of necessary information from the Company, assisting in the preparation monitoring and budgeting of all agendasexpense accruals;
(18) Obtaining security market quotes from independent sources approved by the Adviser, notices or if such quotes are unavailable, then obtaining such prices from the Adviser, in connection with valuing a Fund's assets;
(19) Computing each Fund's net asset value, net income and minutes for meetings net capital gain (loss) in accordance with the Fund's Prospectus and the resolutions of the Company’s 's Board of Directors or Members; assisting in Trustees;
(20) Reporting the preparation net asset value of all resolutions each Fund on a daily basis to be voted upon by the Board of Directors; assisting in the preparation of supporting information for such meetings NASDAQ with respect to matters each share class that are within qualifies under NASDAQ reporting requirements;
(21) Providing periodic reports to the scope of the duties of the Administrator under this Agreement, Company regarding "investment company taxable income" and collection and "net capital gain" distributions in connection with certain tax-related distribution of supporting information for such meetings with respect to matters within the scope of the duties performed by other persons who provide services requirements applicable to the Company;
(622) at Providing periodic reports to the request specified Adviser regarding a Fund's unrealized and realized capital gains, containing such standard information and employing such form of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company report as PFPC may from time to its investment objectives, policies, restrictions, tax matters and applicable laws and regulationstime determine;
(723) preparing and filing Form D notices Together with the Securities Company's Treasurer or Assistant Treasurer, acting as liaison with the Company's independent public accountants, and Exchange Commission and monitoring state exemption filings and notices with various states providing account analyses, fiscal year summaries and other jurisdictions audit related schedules. PFPC shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made by other agents available to such accountants for the expression of the Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Companytheir opinion, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision as such may be required by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 f. Without limiting any other provision of this Section 5, each Series, and in particular the Administrator shall, under the supervision of the Board Administrators separately agrees to provide the following services (and neither Administrator shall be responsible for the provision of Directors:such services by the other Administrator):
(1) accept or reject initial and additional subscriptions In compliance with the requirements of Rule 31a-3 under the 1940 Act, each Administrator agrees that all records which it maintains for Units; determine whether the Company should offer Units are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company's request. Copies of any such records maintained by an Administrator will be provided by such Administrator to the Company at other times than scheduled dates; reduce subscription minimums; accept subscriptions prior the Company's expense. Each Administrator further agrees to receipt of cleared funds; waive preserve for the requirement periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act that subscriptions be made in cash through a S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc. brokerage account; waive any other requirement concerning relate to 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;services it provides hereunder.
(2) provide consentWith respect only to the services designated to it hereunder, under certain circumstances(i) in the event of equipment failures beyond PFPC's control, PFPC shall, at no additional expense to transfers the Company, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto and (ii) PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision for emergency use of Units, and provide consent electronic data processing equipment to transferees to become substituted Members; andthe extent appropriate equipment is available.
(3) with respect to repurchase of a Member’s Units by the Company without the consent In performing their respective services and duties hereunder, each 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 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.
(d) In performing its duties under this Agreement, the Administrator Administrators will (i) act in accordance conformity with the LLC AgreementCharter, the effective Private Placement Memorandum of the Company Code, Prospectuses and with the resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Trustees and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulationslaw, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary and appropriate, on whose advice the but neither 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 responsible 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 compliance by the Company or the other Administrator with any of its services under this Agreementthe foregoing items.
Appears in 1 contract
Services and Duties. (a) Subject As Administrator, and subject to the supervision and control of the Company Trust's Board of Trustees, BISYS will provide facilities, equipment, statistical and the oversight research data, clerical services, internal compliance services relating to legal matters, and personnel to carry out all administrative services required for operation of the Company’s Board business and affairs of Directorsthe Trust, other than those investment advisory functions which are to be performed by the Administrator undertakes Trust's investment advisers, those services to perform 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 types of services for each Series of the Companyservices:
(1) performance measurement Providing a facility to receive purchase and analysis, including furnishing performance data, statistical data and research data to the Companyredemption orders via toll-free IN-WATTS telephone lines or vi▇ electronic transmission;
(2) tax Providing for the preparing, supervising and treasury servicesmailing 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) BISYS shall assure that persons are available to transmit wire, telephone or electronic orders accepted for the purchase of Shares to the Trust's transfer agent as promptly as practicable.
(d) BISYS 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 preparing 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 (iii) the preparation and filing various reports (including tax returns) or other documents required by federal, state of post-effective amendments to the Trust's Registration Statement on Form N-1A relating to the updating of financial information and other applicable routine matters.
(e) BISYS shall pay all costs and expenses of maintaining the offices of the Trust, wherever located, and shall arrange for payment by the Trust of all expenses payable by the Trust.
(f) BISYS, after consultation with legal counsel for the Trust, shall determine the jurisdictions in which the Shares shall be registered or qualified for sale and, in connection therewith, shall be responsible for the maintenance of the registration or qualification of the Shares for sale under the securities laws of any state. Payment of share registration fees and regulations any fees for qualifying or continuing the qualification of the 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 filed maintained by the Company’s custodian, Trust's investment manager advisers and fund accounting agent) as may be required by law or transfer agent;
(3) management of printing, including assisting in may be required for 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 proper operation of the Company, assisting in the preparation of all agendas, notices business and minutes for meetings affairs of the Company’s Board Trust and each Fund. In compliance with the requirements of Directors Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and records which it maintains, or Members; assisting in is responsible for maintaining, for the preparation Funds are the property of all resolutions 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 voted upon maintained 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 Rule 31a-1 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;
(6) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:said Act.
(i) maintaining a list BISYS shall coordinate the preparation of Members the Funds' federal, state and generally performing all actions related local income tax returns.
(j) BISYS shall prepare such other reports relating to the issuance, repurchase business and transfer affairs of Units, if any;
the Trust and each Fund (ii) reviewing and, subject to supervision not otherwise appropriately prepared by the DirectorsTrust's investment adviser, accepting subscriptions for Units (transfer agent, fund accounting agent or the Trust's counsel or auditors) as the officers and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase of Units;
(v) supervising the completion of, and furnishing, annual financial statements Trustees of the Company, as well as monthly reports regarding the Company’s performance and net asset value, Trust may from time to Members; and
(vi) performing agreed upon services necessary time reasonably request in connection with the administration performance of their duties, and BISYS shall provide reports to the CompanyBoard of Trustees summarizing issues relating to the provision of BISYS' services hereunder, including registrar of which BISYS is aware and transfer agent functions, accounting and clerical services;
(10) supervising third parties retained by the Administrator, if any, to perform any or all Board 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 timeTrustees should be aware.
(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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(dk) In performing its duties under this Agreementas Administrator of the Trust, the Administrator BISYS will (i) act in accordance conformity with the LLC AgreementTrust's Certificate, the effective Private Placement Memorandum of the Company By-Laws and Prospectuses and with the instructions and directions of the Company, (ii) Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations. As to the services to be provided hereunder, BISYS may rely conclusively upon the terms of the Prospectuses and (iii) consult with legal counsel Statement of Additional Information of the Trust to and the independent public accountant for extent that such services are described therein unless BISYS receives written instructions to the Company, as necessary and appropriate, on whose advice contrary in a timely manner from 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 AgreementTrust.
Appears in 1 contract
Services and Duties. (a) 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 Company and the oversight of the Company’s Fund's Board of Directors, the Administrator undertakes to perform the following types of services for each Series Administrators shall assist in supervising all aspects of the Company:Fund's operations, other than those investment advisory and accounting functions which are to be performed by the Fund's investment adviser pursuant to the Advisory Agreement and those advisory and other services to be performed by any sub-adviser or the custodian pursuant to the Fund's Sub-Advisory Agreement and Custodian Agreement, as amended from time to time, services to be performed by the distributor pursuant to the Fund's Distribution Agreement and the transfer agent pursuant to the Fund's Transfer Agency Agreement, as
(1) performance measurement Providing personnel and analysissupervising a facility in Wilmington, including furnishing performance data, statistical data Delaware (or in such other location as the Fund shall reasonably request) to receive purchase and research data redemption orders via the Fund's toll-free in-WATS telephone lines and transmitting such requests to the CompanyFund's transfer agent as promptly as practicable;
(2) tax Providing for the preparing, supervising and treasury servicesmailing 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 Fund to its shareholders of record; handling shareholder problems and calls; distributing weekly dividend letters and monthly listings of the Fund's portfolio securities to all its shareholders of record;
(6) Supervising the services of individuals ("shareholder representatives") provided by MFD whose principal responsibility and function shall be to preserve and strengthen the Fund'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 Fund) by the Administrators and placed in the offices of certain shareholders of the Fund to facilitate shareholder access to the Fund and related shareholder services (herein called the "Computer Access Program"). The Administrators shall provide the directors of the Fund with such reports, statistics and other information as they may from time to time reasonably request in order to evaluate the Computer 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 the Fund under Section 4. If this Agreement is not renewed or is terminated, or if the
(8) Monitoring the Fund's arrangements with respect to services provided by certain institutional shareholders ("Service Organizations") under its Shareholder Services Plan, including preparing 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 Service Organizations wishing to enter into Servicing Agreements with the Fund; assisting in the execution and delivery of Servicing Agreements; reporting to the Fund's Board of Directors with respect to the amounts paid or payable by the Fund 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. The Administrators shall prepare or review, and provide advice with respect to, all sales literature (advertisements, brochures and shareholder communications) for the Fund and any class or subclass thereof;
c. The Administrators shall participate to the extent requested by the Fund and its counsel in the periodic updating of the Fund's Registration Statement; compile data and accumulate information for and coordinate with the Fund's 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 various reports (including tax returns) or other documents required of timely Notices pursuant to Rule 24f-2 shall be performed by federal, state the Fund's Treasurer with the assistance and advice of the Fund's counsel; and file with the Commission and other applicable laws federal and regulations state agency, subject to the approval of the Fund's 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, investment manager Fund's custodian or transfer agent;.
d. For so long as the Fund maintains an office in Wilmington, Delaware, the Administrators shall pay the Fund on the first day of each month during such period an amount not to exceed $1,500 (3) management of printing, including assisting or such lesser amount as is appropriate in the preparation and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting event that the Company’s auditors in the preparation of financial statements;
(5) at the request combined annual expenses of the CompanyFund, assisting Trust for Federal Securities, Municipal Fund for California Investors, Inc., Portfolios for Diversified Investments, Temporary Investment Fund, Inc., Municipal Fund for Temporary Investment
e. The Administrators, after consultation with the distributor and counsel for the Fund, shall determine the jurisdictions in which the preparation Fund's shares shall be registered or qualified for sale. The Administrators shall be responsible for maintaining the registration or qualification of all agendas, notices shares for sale under the securities laws of any state and minutes for meetings preparing compliance filings pursuant to state securities laws with the advice of the Company’s Board Fund's counsel. Payment of Directors share registration fees and any fees for qualifying or Members; assisting in continuing the preparation qualification of all resolutions to the Fund as a dealer or broker shall be voted upon made 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 AgreementFund.
f. Monitor, 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;
(6) at the request of the Company, assist in developing and monitoring compliance procedures for each of the Company concerningclasses of the Fund, among other which will include without limitation, procedures to monitor compliance with the Fund's investment objective, policies and limitations, tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;.
(7) preparing g. The Administrators shall assist in monitoring of regulatory and filing Form D notices legislative developments which may affect the Fund; assist in counseling the Fund with respect to regulatory examinations or investigations of the Fund; and work 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 Fund's counsel 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 Fund are the property of the Fund and further agree to surrender promptly to the Fund any of such records upon the Fund'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 the 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 the 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 Company, including registrar investment advisory and transfer agent functions, accounting and clerical services;
(10) supervising third parties retained administration fees otherwise payable by the AdministratorFund. The expense reimbursement obligation of the Administrators is limited to the amount of their fees hereunder for such fiscal year, if anyprovided, to perform any or however, that notwithstanding the foregoing, the Administrators shall reimburse the Fund for a
j. In performing all of their services and duties as co-administrators, the services listed above Administrators will act in Section (a) of this Paragraph (2); and
(11) performing such conformity with the Charter, By-Laws, Prospectus and resolutions and other administrative and investor services on behalf instructions 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 Fund's Board of Directors:
(1) accept or reject initial Directors 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective 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 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaw.
Appears in 1 contract
Sources: Administration Agreement (Municipal Fund for New York Investors Inc)
Services and Duties. (a) The Administrators enter into the following ------------------- covenants jointly and severally with respect to their administration and PFPC's accounting services and duties:
a. Subject to the supervision and control of the Company Company's Board of Trustees, the Administrators shall assist in supervising all aspects of the Funds' operations, other than those investment advisory functions which are to be performed by the Company's investment advisers pursuant to the Advisory Agreements and those advisory and other services to be performed by any sub- adviser or the custodian pursuant to the Company's Sub-Advisory Agreements and Custodian Agreement, as amended from time to time, services to be performed by the distributor pursuant to the Company's Distribution Agreement and the oversight of transfer agent pursuant to the Company’s Board of Directors's Transfer Agency Agreement, as amended from time to time. In this regard, the Administrator undertakes to perform the following types of services for each Series of the CompanyAdministrators' responsibilities include:
(1) performance measurement Providing personnel and analysissupervising a facility in Wilmington, including furnishing performance data, statistical data Delaware (or in such other location as the Company shall reasonably request) to receive purchase and research data 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) tax Providing for the preparing, supervising and treasury servicesmailing 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 information and distributing written communications concerning the Funds to their shareholders of record; handling shareholder problems and calls;
(6) Supervising the services of individuals ("shareholder representatives") provided by CDI whose principal responsibility and function shall be to preserve and strengthen the Company's relationships with its shareholders;
(7) Monitoring the Company's arrangements with respect to services provided by certain institutional shareholders ("Service Organizations") under the Plan, including preparing 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 Service Organizations wishing to enter into Servicing Agreements with the Company; assisting in the execution and delivery of Servicing Agreements; monitoring the Distributor's operations under the Plan; monitoring the activities of the Company's transfer agent relating to the calculation of front-end sales charges and deferred sales charges payable in connection with the purchase of Shares, and the payment of all such sales charges to the 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 the nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties; and
(8) Calculating the amount of distribution fees payable with respect to the Plan on a daily basis and remitting such distribution fees pursuant to the Plan.
b. The Administrators shall prepare or review, and provide advice with respect to, all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class of shares thereof.
c. 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 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 various reports (including tax returns) or other documents required of timely Notices pursuant to Rule 24f-2 shall be performed by federal, state the Company's Treasurer with the assistance and advice of the Company's counsel; and file with the Commission and other applicable laws federal and regulations state agency, subject to the approval of the Company's 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, investment manager 's custodian or 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 (3) management of printing, including assisting or such lesser amount as is appropriate in the preparation and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting event that the Company’s auditors in the preparation of financial statements;
(5) at the request combined annual expenses of the Company, assisting Trust for Federal Securities, Municipal Fund for California Investors, Inc., Municipal Fund for New York Investors, Inc., Municipal Fund for Temporary Investment and Temporary Investment Fund, Inc. (collectively, herein called the "Companies") in maintaining their offices in Wilmington, Delaware total less than $18,000 divided by the preparation number of all agendasCompanies which have maintained an office in Wilmington, notices Delaware during the previous month).
e. The Administrators, after consultation with the distributor and minutes counsel for meetings the Company, shall determine the jurisdictions in which the Company's shares shall be registered or qualified for sale. 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 Board 's counsel. Payment of Directors share registration fees and any fees for qualifying or Members; assisting in continuing the preparation qualification of all resolutions to the Company or any Fund as a dealer or broker shall be voted upon made by the Board of Directors; assisting Company or Fund involved.
f. Monitor, and assist in the preparation of supporting information developing compliance procedures for such meetings with respect to matters that are within the scope each 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;
(6) at the request classes of the Company's Funds, developing which will include without limitation, procedures to monitor compliance with each Fund's investment objective, policies and monitoring compliance procedures for the Company concerninglimitations, among other tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;.
(7) preparing g. The Administrators shall assist in monitoring of regulatory and filing Form D notices legislative developments which may affect the Company; assist in counseling the Company with the Securities and Exchange Commission and monitoring state exemption filings and notices with various states and other jurisdictions made by other agents respect to regulatory examinations or investigations of the Company;; and work with the Company's counsel in connection with regulatory matters or litigation.
h. PFPC agrees to maintain all financial accounts, records, journals, ledgers and schedules for each Fund (8) management other than those maintained by the Company's Custodian and its Transfer Agent), and to install and maintain a system of legal services;
(9) providing or arranging administrative services to the Members internal controls appropriate for entities of the Companysize and complexity of each Fund, including:
(i) maintaining a list of Members and generally performing all actions related to the issuanceprovide reports, repurchase financial statements and transfer of Units, if any;
(ii) reviewing and, subject other statistical data as requested from time to supervision time by the DirectorsAdministrators or by the Company. In addition, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the PFPC shall compute each Fund's net asset value of each Series value, net income and net capital gain (loss) in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase Company's Prospectus and resolutions of Units;
(v) supervising the completion ofits Board of Trustees. PFPC shall, and furnishing, annual financial statements of together with the Company's 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 its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, 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 such may be required 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 i. In compliance with the requirements of each Series, and in particular the Administrator shall, Rule 31a-3 under the supervision of 1940 Act, the Board of Directors:
(1) accept or reject initial and additional subscriptions Administrators agree that all records which they maintain 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 are the requirement that subscriptions be made in cash through a S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective Private Placement Memorandum 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.
j. 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 investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrators is limited to the amount of their fees hereunder for such fiscal year, provided, -------- however, that notwithstanding the foregoing, the Administrators shall reimburse ------- such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrators during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis.
k. In the event of equipment failures beyond PFPC's control, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto. PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.
l. In performing all of their services and duties as co- administrators, the Administrators will act in conformity with the Charter, Code, Prospectuses and resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Trustees and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaw.
Appears in 1 contract
Sources: Administration Agreement (PNC Fund)
Services and Duties. (a) Subject to the supervision and control of the Company's Board of Directors, Concord will provide facilities, equipment and personnel to carry out those administrative services that are for the benefit of all series of Shares in each of the Funds, provided that such services will not include those investment advisory functions which are to be performed by the Company's Investment Adviser, the services of Concord Financial as Distributor pursuant to the Distribution Agreement, those services to be performed by The Bank of New York pursuant to the Company's Custody Agreement and Transfer Agency Agreement and those services normally performed by the Company's counsel and auditors.
(b) Concord's responsibilities include, without limitation, the following services:
(i) Participation in the periodic updating of the prospectuses and statements of additional information for the Funds (the "Prospectuses") and accumulation of information for and, subject to approval by the Company's Treasurer and legal counsel, coordination of the preparation, filing, printing and dissemination of reports to the Funds' shareholders and the Securities and Exchange Commission (the "Commission"), including but not limited to annual reports and semi-annual reports on Form N-SAR, notices pursuant to Rule 24f-2 and proxy materials;
(ii) Computation of each Fund's net asset value per share on each business day and determination of the variance of each Fund's amortized cost value per share from its market value per share;
(iii) Calculation of the expenses, dividends and capital gain distributions of each Fund;
(iv) Payment of all expenses of maintaining the offices of the Company, wherever located, and arrangement for payment by the Company of all expenses payable by the Funds;
(v) Determination, after consultation with legal counsel for the Company, of the jurisdictions in which Shares for sale to institutional investors are to be registered or qualified for sale and, in connection therewith, responsibility for the maintenance of the registration or
(vi) Provision of the services of persons who may be appointed as officers of the Company by the Company's Board of Directors;
(vii) Preparation and filing of the Company's federal, state and local income tax returns;
(viii) Preparation and, subject to approval of the Company's Treasurer, dissemination of the Company's and each Fund's quarterly financial statements and schedules of investments to the Company's directors, and preparation of such other reports relating to the business and affairs of the Company and each Fund as the oversight officers and directors of the Company may from time to time reasonably request; and
(ix) Provision of internal legal and accounting compliance services.
(c) In addition, Concord shall provide the following services with respect to all shareholders in the Funds (regardless of the class of Shares held) who have made a minimum initial purchase of at least $500,000:
(i) Providing and supervising a facility to receive purchase and redemption orders via toll-free IN-WATS telephone lines;
(ii) Providing for the preparing, supervising and mailing of confirmations for all purchase and redemption orders;
(iii) Providing and supervising the operation of an automated data processing system to process purchase and redemption orders received by Concord (Concord assumes responsibility for the accuracy of the data transmitted for processing or storage);
(iv) Overseeing the performance of The Bank of New York under the Custody Agreement and Transfer Agency Agreement including a review of all correspondence from the transfer agent to shareholders for accuracy and timeliness in handling inquiries and review of dividend checks, statements and purchase and redemption orders for proper turn-around;
(v) Making available information concerning each Fund to shareholders; distributing written communications to each Fund's shareholders such as periodic listings of each Fund's portfolio securities, annual and semi-
(vi) Providing and supervising the services of employees ("relationship coordinators") whose principal responsibility and function will be to preserve and strengthen each Fund's relationships with its shareholders;
(vii) Assuring that persons are available to transmit redemption requests to the Company’s 's transfer agent as promptly as practicable;
(viii) Assuring that persons are available to transmit orders accepted for the purchase of Shares to the transfer agent of the Company as promptly as practicable;
(ix) Preparing regular reports for internal use and for distribution to the Company's Board of Directors concerning shareholder activity; and
(x) Responding to shareholder inquiries sent to the Company.
(d) Concord shall oversee the maintenance by The Bank of New York of the books and records required under the 1940 Act in connection with performance of the Custody Agreement and Transfer Agency Agreement, and shall maintain (or oversee the maintenance by such other persons as may from time to time be approved by the Company's Board of Directors, the Administrator undertakes to perform the following types of services for each Series of the Company:
) such other books and records (1) performance measurement and analysis, including furnishing performance data, statistical data and research data to the Company;
(2) tax and treasury services, including preparing and filing various reports (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those required to be filed maintained by the Company’s custodian, Funds' investment manager adviser) as may be required by law or transfer agent;
(3) management of printing, including assisting in may be required for 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 proper operation of the Company, assisting in the preparation of all agendas, notices business and minutes for meetings affairs of the Company’s Board Funds. In compliance with the requirements of Directors Rule 31a-3 under the 1940 Act, Concord agrees that all such books and records which it maintains, 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 is responsible for such meetings with respect to matters that are within the scope of the duties of the Administrator under this Agreementmaintaining, 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;
(6) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence and the Funds are the property of the Company and further agrees to its investment objectives, policies, restrictions, tax matters surrender promptly to the Company any of such books 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 records upon the Company;
(8) management of legal services;
(9) providing or arranging administrative services 's request. Concord further agrees to preserve for the Members of periods prescribed by Rule 31a-2 under the Company, including:
(i) maintaining a list of Members 1940 Act said books and generally performing all actions related records required to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision be maintained by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 timeRule 31a-1 under said Act.
(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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(de) In performing its services and duties under this Agreementhereunder as Administrator for the Funds, the Administrator Concord will (i) act in accordance conformity with the LLC AgreementCompany's Charter, the effective Private Placement Memorandum of the Company Bylaws and Prospectuses and with the instructions and directions of the Board of Directors of the Company, (ii) and will conform to and comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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
Sources: Basic Administrative Services Agreement (Pacific Horizon Funds Inc)
Services and Duties. (a) Subject As Administrator, and subject to the supervision and control of the Company Trust's Board of Trustees, BISYS will provide facilities, equipment, statistical and the oversight research data, clerical services, internal compliance services relating to legal matters, and personnel to carry out all administrative services required for operation of the Company’s Board business and affairs of Directorsthe Trust, other than those investment advisory functions which are to be performed by the Administrator undertakes Trust's investment advisers, those services to perform 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 types of services for each Series of the Companyservices:
(1) performance measurement Providing a facility to receive purchase and analysis, including furnishing performance data, statistical data and research data to the Companyredemption orders via toll-free IN-WATTS telephone lines or via elec▇▇▇▇▇c transmission;
(2) tax Providing for the preparing, supervising and treasury servicesmailing 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) BISYS shall assure that persons are available to transmit wire, telephone or electronic orders accepted for the purchase of Shares to the Trust's transfer agent as promptly as practicable.
(d) BISYS 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 preparing 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 (iii) the preparation and filing various reports (including tax returns) or other documents required by federal, state of post-effective amendments to the Trust's Registration Statement on Form N-1A relating to the updating of financial information and other applicable routine matters.
(e) BISYS shall pay all costs and expenses of maintaining the offices of the Trust, wherever located, and shall arrange for payment by the Trust of all expenses payable by the Trust.
(f) BISYS, after consultation with legal counsel for the Trust, shall determine the jurisdictions in which the Shares shall be registered or qualified for sale and, in connection therewith, shall be responsible for the maintenance of the registration or qualification of the Shares for sale under the securities laws of any state. Payment of share registration fees and regulations any fees for qualifying or continuing the qualification of the 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 filed maintained by the Company’s custodian, Trust's investment manager advisers and fund accounting agent) as may be required by law or transfer agent;
(3) management of printing, including assisting in may be required for 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 proper operation of the Company, assisting in the preparation of all agendas, notices business and minutes for meetings affairs of the Company’s Board Trust and each Fund. In compliance with the requirements of Directors Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and records which it maintains, or Members; assisting in is responsible for maintaining, for the preparation Funds are the property of all resolutions 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 voted upon maintained 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 Rule 31a-1 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;
(6) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:said Act.
(i) maintaining a list BISYS shall coordinate the preparation of Members the Funds' federal, state and generally performing all actions related local income tax returns.
(j) BISYS shall prepare such other reports relating to the issuance, repurchase business and transfer affairs of Units, if any;
the Trust and each Fund (ii) reviewing and, subject to supervision not otherwise appropriately prepared by the DirectorsTrust's investment adviser, accepting subscriptions for Units (transfer agent, fund accounting agent or the Trust's counsel or auditors) as the officers and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase of Units;
(v) supervising the completion of, and furnishing, annual financial statements Trustees of the Company, as well as monthly reports regarding the Company’s performance and net asset value, Trust may from time to Members; and
(vi) performing agreed upon services necessary time reasonably request in connection with the administration performance of their duties, and BISYS shall provide reports to the CompanyBoard of Trustees summarizing issues relating to the provision of BISYS' services hereunder, including registrar of which BISYS is aware and transfer agent functions, accounting and clerical services;
(10) supervising third parties retained by the Administrator, if any, to perform any or all Board 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 timeTrustees should be aware.
(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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(dk) In performing its duties under this Agreementas Administrator of the Trust, the Administrator BISYS will (i) act in accordance conformity with the LLC AgreementTrust's Certificate, the effective Private Placement Memorandum of the Company By-Laws and Prospectuses and with the instructions and directions of the Company, (ii) Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations. As to the services to be provided hereunder, BISYS may rely conclusively upon the terms of the Prospectuses and (iii) consult with legal counsel Statement of Additional Information of the Trust to and the independent public accountant for extent that such services are described therein unless BISYS receives written instructions to the Company, as necessary and appropriate, on whose advice contrary in a timely manner from 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 AgreementTrust.
Appears in 1 contract
Sources: Administration Agreement (Victory Institutional Funds)
Services and Duties. (a) Subject As Administrator, and subject to the supervision and control of the Company and the oversight of the Company’s Fund's Board of Directors, BISYS will provide office facilities, equipment, statistical and research data, clerical, accounting and bookkeeping services, internal compliance services relating to accounting and legal matters, and personnel to carry out all administrative services required for operation of the Administrator undertakes business and affairs of the Series, other than those management, investment advisory and sub-advisory functions which are to perform be performed by certain Service Providers pursuant to their respective agreements with the Fund, the services of the Distributor, those services to be performed by the Fund's custodian and transfer agent, and those services normally performed by the Fund's legal counsel and independent auditors. BISYS' responsibilities include without limitation the following types of services for each Series of the Companyservices:
(1) performance measurement Providing a facility to receive purchase and analysis, including furnishing performance data, statistical data and research data to the Companyredemption orders via toll-free IN-WATTS telephone lines;
(2) tax Providi▇▇ ▇▇r the preparing, supervision and treasury servicesmailing of confirmations for all purchase and redemption orders;
(3) Providing and supervising the operation of an automated data processing system to process purchase and redemption orders received by the Distributor (BISYS assumes responsibility for the accuracy of the data transmitted for processing or storage);
(4) Overseeing the performance of the Fund's custodian and transfer agent;
(5) Making available information concerning each Series to its shareholders; distributing written communications to each Series' shareholders such as periodic listings of each Series' securities, annual and semi-annual reports, and the Prospectus and supplements thereto; and handling shareholder problems and calls relating to administrative matters; and
(6) Providing and supervising the services of employees ("relationship coordinators") whose principal responsibility and function shall be to preserve and strengthen each Series' relationships with its shareholders.
(b) BISYS shall assure that persons are available to receive redemption requests to the Fund's transfer agent as promptly as practicable.
(c) BISYS shall assure that persons are available to receive orders accepted for the purchase of Shares to the transfer agent as promptly as practicable.
(d) BISYS shall participate in the periodic updating of the Prospectus and shall accumulate information for and, subject to approval by the Fund's Treasurer and legal counsel, coordinate the preparation, filing, printing and dissemination of reports to the Series' shareholders and the Commission, including preparing but not limited to annual reports and filing various semi-annual reports on Form N-SAR, notices pursuant to Rule 24f-2 and proxy materials.
(including tax returnse) BISYS shall pay all costs and expenses of maintaining the offices of the Fund, wherever located, and shall arrange for payment by the Series of all expenses payable by the Series.
(f) BISYS, after consultation with legal counsel for the Fund, shall determine the jurisdictions in which the Shares shall be registered or qualified for sale and, in connection therewith, shall be responsible for the maintenance of the registration or qualification of 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 the Series shall be made by the Series.
(g) BISYS shall provide the services of certain persons who may be appointed as officers of the Fund by the Fund's Board of Directors.
(h) BISYS shall oversee the maintenance by the Fund's custodian and transfer agent of the books and records of the Fund required under the 1940 Act in connection with the performance of the Fund's agreements with such entities, and shall maintain, or provide for the maintenance of, such other documents required by federal, state books and other applicable laws and regulations records (other than those required to be filed maintained by the Company’s custodian, investment manager Service Providers) as may be required by law or transfer agent;
(3) management of printing, including assisting in may be required for 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 proper operation of the Company, assisting in the preparation of all agendas, notices business and minutes for meetings affairs of the Company’s Board Series. In compliance with the requirements of Directors Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and records which it maintains, or Members; assisting in is responsible for maintaining, for the preparation Series are the property of all resolutions the Fund and further agrees to surrender promptly to the Fund any of such books and records upon the Fund'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 voted upon maintained 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 Rule 31a-1 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;
(6) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:said Act.
(i) maintaining a list of Members BISYS shall prepare the Series' federal, state and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;local income tax returns.
(iij) reviewing BISYS shall prepare and, subject to supervision approval of the Fund's Treasurer, disseminate to the Fund's Directors the Fund's and each Series' quarterly financial statements and schedules of investments, and shall prepare such other reports relating to the business and affairs of the Fund and each Series (not otherwise appropriately prepared by the DirectorsService Providers, accepting subscriptions for Units (the Fund's legal counsel or its independent auditors) as the officers and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase of Units;
(v) supervising the completion of, and furnishing, annual financial statements Directors of the Company, as well as monthly reports regarding the Company’s performance and net asset value, Fund may from time to Members; and
(vi) performing agreed upon services necessary time reasonably request in connection with the administration performance 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 timetheir duties.
(bk) The Administrator is also authorized BISYS shall assist with the coordination of the provision of investment management, advisory and sub-advisory services by the Service Providers to make various determinations on behalf of each the Series, and in particular shall provide other administration assistance to said entities as required to carry out the Administrator shall, under the supervision business and operations 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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).
(cl) Except as specifically described above BISYS shall recommend, implement and monitor all specialized services and programs that are necessary or appropriate in Section (a) order for the Series to serve properly the investment needs 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 thereforfiduciary accounts investing in their Shares.
(dm) In performing its duties under this Agreementas Administrator for the Series, the Administrator BISYS will (i) act in accordance conformity with the LLC AgreementCharter, the effective Private Placement Memorandum of the Company By-laws and Prospectus and with the instructions and directions of the Company, (ii) Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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
Sources: Investment Advisory Agreement (Infinity Mutual Funds Inc)
Services and Duties. (a) BIMC will perform the services set forth ------------------- below that are designated to it, and PFPC will perform the services set forth below that are designated to it. Each Administrator will be responsible only for the services it has agreed to provide herein, and not for the services provided by the other Administrator or any other services.
a. Subject to the supervision and control of the Company and the oversight Company's Board of Trustees, BIMC shall assist in supervising all aspects of the Funds' operations, other than (i) those investment advisory functions which are to be performed by the Company’s Board 's investment adviser pursuant to the Company's Investment Advisory Agreement, 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 Plans.
b. Without limiting the generality of DirectorsSection 5.a, the Administrator undertakes to perform BIMC shall provide the following types of services for each Series of to the Company:Funds (or to individual share classes as indicated below):
(1) The oversight and coordination of the performance measurement and analysis, including furnishing performance data, statistical data and research data of each of the service providers to the Company, including without limitation, its investment advisers, sub-advisers (if any), other administrators and sub-administrators (if any), transfer agent, custodian, distributor, shareholder servicing agents, legal counsel and independent auditors;
(2) tax Acting as liaison between the Company's Board of Trustees and treasury servicesits service providers;
(3) Assisting in the preparation of materials for meetings of the Company's Board of Trustees and shareholders;
(4) Providing general ongoing business management and support services in connection with the Company's operations;
(5) After consultation with the distributor and counsel for the Company, including preparing determining the jurisdictions in which the Funds' shares shall be registered or qualified for sale;
(6) Assisting in monitoring of regulatory and filing various 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;
(7) Participating to the extent reasonably requested by the Company and its counsel in the periodic updating of the Company's Registration Statement;
(8) Compiling data and accumulating information for and coordinating with the Company's Treasurer or Assistant Treasurer the preparation of reports to shareholders of record and the Commission (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those reports required to be prepared and filed by PFPC hereunder);
(9) Filing with the Commission and other federal and state agencies, subject to the approval of the Company's Treasurer or Assistant Treasurer, reports and documents other than those reports and documents required to be filed by PFPC hereunder and those reports and documents required to be filed by the Company’s custodian, investment manager 's custodian or transfer agent;
(310) management of printingMonitoring, including and assisting in the preparation and printing of all documentsdeveloping, 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;
(6) at the request of the Company, developing and monitoring compliance procedures for each of the Company concerningFunds, among other which will include without limitation, procedures to monitor compliance with each Fund's investment objective, policies and limitations, tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;
(711) Monitoring the Fund's expenses;
(12) 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;
(13) With respect to certain share classes of each Fund, supervising the services of individuals ("shareholder representatives") whose principal responsibility and function shall be to preserve and strengthen the Company's relationships with the shareholders of such class;
(14) With respect to certain share classes of each Fund, monitoring the Company's arrangements with respect to services provided by certain institutional shareholders ("Service Organizations") under the Plans, 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 Plans; monitoring the activities of the Company's transfer agent relating to the calculation of front-end sales charges (if applicable) and contingent deferred sales charges (if applicable) payable in connection with the purchase and redemption of shares, and 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 Plans and the nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties;
(15) With respect to certain share classes of each Fund, monitoring the Company's arrangements with respect to institutional investors and 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;
(16) With respect to certain 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;
(17) With respect to certain share classes of each Fund, monitoring the investor programs that are offered from time to time in connection with such class of shares;
(18) With respect to all share classes of each Fund, providing oversight and related support services that are intended to ensure the delivery of quality service to the shareholders of such class;
(19) Administering all activities concerning the installation, maintenance, monitoring and inventory control of software developed and maintained by BIMC and used by certain shareholders of the Company to facilitate shareholder access to the Company and related shareholder services (herein called the "Computer Access Program"). BIMC shall provide the Trustees of the Company with such reports, statistics and other information as they may from time to time reasonably request in order to evaluate the Computer Access Program administered by BIMC pursuant to this Section 5(b)(19) and BIMC's determination as to the costs that are reimbursable by each of the Funds;
(20) With respect to all share classes of each Fund, providing such other similar services set forth in items 12 to 19 above as the Company may reasonably request; and
(21) With respect to certain share classes of each Fund, providing personnel and supervising a facility in Wilmington, Delaware (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.
c. Without limiting the generality of Section 5.a, PFPC shall provide the following services to the Funds (or to individual share classes as indicated below):
(1) Maintaining required financial accounts, records, journals, ledgers and schedules for each Fund (other than those maintained or required to be maintained by the Company's custodian or transfer agent), and installing and maintaining a system of internal accounting controls appropriate for entities of the size and complexity of each Fund;
(2) Participating to the "extent reasonably requested by the Company and its counsel in the periodic updating of the Company's Registration Statement;
(3) With assistance of Company counsel, preparing and filing the Company's Annual and Semi-Annual Reports on Form D notices N-SAR;
(4) Preparing and filing with the Securities Commission the Funds' annual and Exchange Commission semi-annual shareholder reports;
(5) Preparing for execution and monitoring filing the Company's Form 24F-2;
(6) Preparing for execution and filing the Company's federal and state exemption tax returns;
(7) Maintaining the registration or qualification of shares for sale under the securities laws of such states as PFPC shall be initially instructed by the Company and preparing compliance filings pursuant to the securities laws of such states. Payment of applicable fees shall be made by the Company or Fund involved;
(8) Preparing and notices with filing name change applications pursuant to the securities laws of various states states, as instructed by the Company. Payment of applicable fees shall be made by the Company or Fund involved;
(9) Providing reports, financial statements and other jurisdictions made statistical data as reasonably requested from time to time by other agents of the Company;
(8) management 10) Assisting in the preparation of legal servicesmaterials for meetings of the Company's Board of Trustees and shareholders;
(911) providing or arranging administrative services to the Members Monitoring each Fund's status as a regulated investment company under Subchapter M of the Company, including:
Internal Revenue Code of 1986 (i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment thereforas amended);
(iii12) computing Verifying investment buy/sell trade tickets when received from a Fund's investment adviser (the "Adviser") and disseminating transmitting trades to the Fund's custodian (the "Custodian") for settlement;
(13) Reconciling cash and investment balances of a Fund with the Custodian, and providing the Adviser with the beginning cash balance available for investment purposes;
(14) Calculating various contractual expenses (e.g., advisory fees);
(15) Upon receipt of necessary information from the Company, assisting in the monitoring and budgeting of expense accruals;
(16) Obtaining security market quotes from independent sources approved by the Adviser, or if such quotes are unavailable, then obtaining such prices from the Adviser, in connection with valuing a Fund's assets;
(17) Computing each Fund's net asset value of each Series value, net income and net capital gain (loss) in accordance with the LLC AgreementFund's Prospectus and the resolutions of the Company's Board of Trustees;
(iv18) performing all acts related Providing periodic reports to the repurchase of UnitsCompany regarding "investment company taxable income" and "net capital gain" distributions in connection with certain tax-related distribution requirements applicable to the Company;
(v19) Together with the Company's Treasurer or Assistant Treasurer, acting as liaison with the Company's independent public accountants, and providing account analyses, fiscal year summaries and other audit related schedules. PFPC shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as such may be reasonably required by the Company from time to time;
(20) With respect to all share classes of each Fund, providing for the preparation, supervision and mailing of confirmations for all purchase and redemption orders to shareholders of record;
(21) With respect to all share classes of each Fund, providing and supervising the completion of, operation of an automated data processing system to process purchase and furnishing, annual financial statements redemption orders (PFPC assumes responsibility in accordance with the standard of care provided for herein for the accuracy of the Companydata transmitted for processing or storage, as well as monthly reports regarding provided such data is received by PFPC in good form and in a format acceptable to it);
(22) With respect to all share classes of each Fund, maintaining a procedure external to the Company’s performance transfer agent's system to reconstruct lost purchase and net asset valueredemption data;
(23) With respect to certain share classes of each Fund, calculating the amount of fees payable with respect to Membersthe applicable Plan on a daily basis and upon instruction from the Company remitting such fees pursuant to such Plan; and
(vi24) performing agreed upon With respect to various share classes of each Fund, calculating and reporting to third party industry data services necessary in connection with the administration (e.g., NASDAQ, Lipper Analytical Services, Inc.) certain performance and other information.
d. Without limiting any other provision of this Section 5, each of the Company, including registrar Administrators separately agrees to provide the following services (and transfer agent functions, accounting and clerical services;
(10) supervising third parties retained neither Administrator shall be responsible for the provision of such services by the other 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 In compliance with the requirements of Rule 31a-3 under the 1940 Act, each Administrator agrees that all records which it maintains for Units; determine whether the Company should offer Units are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company's request. Copies of any such records maintained by an Administrator will be provided by such Administrator to the Company at other times than scheduled dates; reduce subscription minimums; accept subscriptions prior the Company's expense. Each Administrator further agrees to receipt of cleared funds; waive preserve for the requirement periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a- 1 under said Act that subscriptions be made in cash through a S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc. brokerage account; waive any other requirement concerning relate to 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;services it provides hereunder.
(2) provide consentWith respect only to the services designated to it hereunder, under certain circumstances(i) in the event of equipment failures beyond PFPC's control, PFPC shall, at no additional expense to transfers the Company, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto and (ii) PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision for emergency use of Units, and provide consent electronic data processing equipment to transferees to become substituted Members; andthe extent appropriate equipment is available.
(3) with respect to repurchase of a Member’s Units by the Company without the consent In performing their respective services and duties hereunder, each 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 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.
(d) In performing its duties under this Agreement, the Administrator Administrators will (i) act in accordance conformity with the LLC AgreementCharter, the effective Private Placement Memorandum of the Company Code, Prospectuses and with the resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Trustees and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulationslaw, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary and appropriate, on whose advice the but neither 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 responsible 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 compliance by the Company or the other Administrator with any of its services under this Agreementthe foregoing items.
Appears in 1 contract
Sources: Administration Agreement (Provident Institutional Funds)
Services and Duties. (a) BlackRock will perform the services set forth below that are designated to it, and STATE STREET BANK AND TRUST COMPANY will perform the services set forth below that at are designated to it. Each Administrator is responsible only for the services that it has specifically agreed to provide in the Agreement, and not for the services provided by the other Administrator or for any other services.
a. Subject to the supervision and control of the Company and the oversight of the Company’s Board of DirectorsTrustees, BlackRock shall assist in supervising all aspects of the Administrator undertakes Funds’ operations, other than (i) those investment advisory functions which are to perform be performed by the Company’s investment advisers pursuant to the 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 a 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, (vi) those services to be performed by BlackRock pursuant to the Company’s Shareholders’ Administrative Services Agreement and (vii) those services provided under the Company’s Amended and Restated Distribution and Service Plan dated March 1, 2005 and any amended or successor plan (the “Plan”).
b. Without limiting the generality of Section 4(a), STATE STREET BANK AND TRUST COMPANY shall provide the following types services (the “Class-Specific Administration Services”) with respect to each individual class of services for each Series shares of the CompanyFunds and the shareholders thereof as indicated below:
(1) performance measurement and analysis, including furnishing performance data, statistical data and research data 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 upon instruction from the Company remitting such fees pursuant to the Plan; and
(2) With respect to various share classes of each Fund, calculating and reporting to such third party industry data services (e.g., NASDAQ, Lipper Analytical Services) as may be agreed to by STATE STREET BANK AND TRUST COMPANY and the Company certain accounting information as may be agreed to by STATE STREET BANK AND TRUST COMPANY and the Company.
c. Without limiting the generality of Section 4(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 shared to their shareholders of record; handling shareholder problems and calls;
(2) tax With respect to the Investor, Service and treasury Institutional share classes of each Fund, supervising the services of individuals (“shareholder representatives”) whose principal responsibility and function shall be to preserve and strength the Company’s relationships with the shareholders of such class;
(3) With respect to the Investor and Service share classes of each Fund, monitoring 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 Organization 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 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 the nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties;
(4) With respect to the Institutional share class of each Fund, monitoring the Company’s arrangements with respect to institutional investors and financial intermediaries (“Participating Institutions”) purchasing shares on behalf of the 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, including preparing such as NASDAQ and filing various reports (including tax returns) or other documents required by federalLipper Analytical Services, state and reporting to such services with respect to ticker symbols, performance information and other applicable laws information regarding the Funds, as appropriate;
(6) With respect to the Investor, Service and regulations Institutional share classes of each Fund monitoring the investor programs that are offered from time to time in connection with such class of shares;
(7) With respect to all share classes of each Fund, providing oversight and related support services that are intended to ensure the delivery of quality service to the shareholders of such class; and
(8) 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 4(a), BlackRock shall provide the following services which are intended to benefit all the classes of shares of a Fund (the “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, other administrators and 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;
(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;
(8) Participating to the extent reasonably requested by the Company and its counsel in the periodic updating of the Company’s registration statement;
(9) Compiling data and accumulating information for and coordinating with the Company’s Treasurer or Assistant Treasurer the preparation of reports to shareholders of record and the Commission (other than those reports required to be prepared and filed by STATE STREET BANK AND TRUST COMPANY hereunder);
(10) Filing with the Commission and other federal and state agencies, subject to the approval of the Company’s Treasurer or Assistant Treasurer, reports and documents other than those reports and documents required to be filed by STATE STREET BANK AND TRUST COMPANY hereunder and those reports and documents required to be filed by the Company’s custodian, investment manager custodian or transfer agent;
(11) Monitoring, and assisting 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; and
(12) Monitoring the Funds’ expenses,
(13) Filing the Company’s Federal and state tax returns;
(14) With the assistance of State Street Bank and Trust Company, monitoring each Fund’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended;
(15) Preparing and filing the Company’s Semi-Annual Reports with the Commission on Form N-CSR; and
(16) Preparing for execution and filing the Company’s Form 24F-2;
e. Without limiting the generality of Section 4(a), STATE STREET BANK AND TRUST COMPANY shall provide the following Fund-General Administration Services:
(1) Maintaining daily records of investment, capital share and income and expense activities and installing and maintaining a system of internal accounting controls appropriate for entities of the size and complexity of the respective Funds of the Company;
(2) Verifying investment buy/sell trade tickets when received from a Fund’s investment adviser (the “Adviser”) and transmitting trades to the Fund’s custodian (the “Custodian”) for proper settlement;
(3) management of printing, including assisting in the preparation and printing of all documents, private placement memoranda and reports sent to MembersMaintaining individual ledgers for investment securities;
(4) financial reporting and assisting the Company’s auditors in the preparation of financial statementsMaintaining historical tax lots for each security;
(5) at Reconciling cash and investment balances of a Fund with the request Custodian, and providing the Adviser with the projected beginning cash balance available for investment purposes;
(6) Updating the projected cash availability through the day as required by the Adviser;
(7) Posting to and preparing the Statement of Assets and Liabilities and the Statement of Operations for the annual and semi-annual shareholder reports;
(8) Calculating various contractual expenses (e.g., advisory fees);
(9) Upon receipt of necessary information from the Company, assisting in the monitoring and budgeting of expense accruals;
(10) Controlling all disbursements and authorizing such disbursements upon receipt of electronic mail instructions or Written Instructions;
(11) Calculating capital gains and losses in accordance with the relevant Fund’s Prospectus and resolutions of the Company’s Board of Trustees;
(12) Determining net income in accordance with the relevant Fund’s Prospectus and resolutions of the Company’s Board of Trustees;
(13) Obtaining security market quotes from independent pricing sources designated by the Adviser on a price source authorization in form satisfactory to STATE STREET BANK AND TRUST COMPANY and calculating the market value of the Fund’s portfolio securities;
(14) Transmitting or mailing a copy of the daily portfolio valuation to the Adviser;
(15) Computing net asset value;
(16) As appropriate, computing yields, total return, expense ratios, and portfolio turnover rate;
(17) Preparing quarterly broker security transactions summaries;
(18) Preparing monthly security transaction listings;
(19) Supplying various normal and customary Fund and Company statistical data as requested on an ongoing basis;
(20) With the assistance of Company officers and counsel, preparing and filing the Company’s periodic financial reports with the Commission on Form N-SAR;
(21) With the assistance of Company officers and counsel, preparing and filing with the Commission the Company’s annual and semi-annual shareholder reports;
(22) Preparing for review by designated officer(s) of the Company financial information required in registration statements, proxy statements and other filings relating to the registration of the Company’s shares;
(23) Assisting in the preparation of all agendas, notices financial information and minutes compliance reporting for meetings of the Company’s Board of Directors or MembersTrustees; assisting in With the preparation assistance of Company officers and counsel,
(24) STATE STREET BANK AND TRUST shall take all resolutions reasonable action, as the Company may from time to be voted upon by time request, to obtain from year to year favorable opinions from the Board of Directors; assisting in the preparation of supporting information for such meetings Company’s independent accountants with respect to matters that are within its activities hereunder. STATE STREET BANK AND TRUST COMPANY shall create and maintain all records relating to its activities and obligations under this Agreement in such a manner as will meet the scope obligations of the duties Company under the 1940 Act. Such records shall at all times during the regular business hours of the Administrator under this Agreement, and collection and distribution of supporting information STATE STREET BANK AND TRUST COMPANY be open for such meetings with respect to matters within the scope of the duties performed inspection by other persons who provide services to the Company’s independent public accountants;
(625) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating Reporting the net asset value of each Series in accordance Fund on a daily basis to NASDAQ with the LLC Agreementrespect to each share class that qualifies under NASDAQ reporting requirements;
(iv26) performing all acts related Providing periodic reports to the repurchase of Units;
(v) supervising the completion of, Company regarding “investment company taxable income” and furnishing, annual financial statements of “net capital gain” distributions in connection with certain tax related distribution requirements applicable to the Company, as well as monthly reports regarding the Company’s performance and net asset value, to Members; and
(vi27) performing Providing periodic reports to the specified Adviser regarding a Fund’s unrealized and realized capital gains, containing such standard information and employing such form of report as STATE STREET BANK AND TRUST COMPANY may from time to time determine.
f. Without limiting any other provision of this Section 4, each of the Administrators separately agrees to provide the following services (and neither Administrator shall be responsible for the provision of such services by the other Administrator):
(1) In compliance with the requirements of Rule 31a-3 under the 1940 Act, each Administrator agrees that all records which it maintains for the Company are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company’s request. Copies of any such records maintained by an Administrator will be provided by such Administrator to the Company upon the Company’s reasonable request and at the Company’s expense. Each Administrator 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 under said Act but only to the extent that such records necessarily and specifically relate to the services required to be performed by such Administrator hereunder.
(2) With respect only to the services designated to it hereunder, (i) in the event of equipment failures affecting the services designated to STATE STREET BANK AND TRUST COMPANY hereunder STATE STREET BANK AND TRUST COMPANY shall, at no additional expense to the Company, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto and (ii) STATE STREET BANK AND TRUST COMPANY shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.
(3) Each Administrator will provide information and documentation relating to the Company or other assistance relating to such information and documentation as the Company may reasonably request to help the Company respond to any government or regulatory request, including but not limited to a subpoena or request for information, provided, however, that if responding to such a request would cause an undue burden on an Administrator or would cause the Administrator to bear undue expense, the Administrator at its option may decline such request or shall be entitled to such fees or reimbursement of expense as agreed upon services necessary to by the Company and the Administrator.
(4) Each Administrator will provide such information relating to the Company as the Company may reasonably request in connection with the administration of the Company, including registrar and transfer agent functions, accounting and clerical services;
(10) supervising third parties retained services provided by the Administrator, if any, such Administrator 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 pursuant 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreementprovided, the effective Private Placement Memorandum of the Company and with the instructions and directions of the Companyhowever, (ii) conform that if responding to and comply with the requirements of the 1940 Act, and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary and appropriate, such a request would cause an undue burden 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.an Administra
Appears in 1 contract
Services and Duties. (a) Subject to the control of the Company Trust and the oversight of the Company’s Trust's Board of DirectorsTrustees, the Administrator undertakes to perform the following types of services for each Series of the Companyservices:
(1a) performance Performance measurement and analysisanalytics, including furnishing performance data, statistical data and research data to the Companydata;
(2b) tax Tax and treasury services, including preparing and filing various reports (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those required to be filed by the Company’s Trust's custodian, investment manager or transfer agent;
(3c) management Management of printing, including assisting in the preparation and printing of all documents, private placement memoranda prospectuses and reports sent to Membersshareholders;
(4d) financial Financial reporting and assisting the Company’s auditors in the preparation of financial statements;.
(5e) at At the request of the CompanyTrust, assisting in the preparation of all agendas, notices and minutes for meetings of the Company’s Trust's Board of Directors Trustees or Membersshareholders; assisting in the preparation of all resolutions to be voted upon by the Board of DirectorsTrustees; assisting in the preparation of supporting information for such meetings with respect regard 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 CompanyTrusts;
(6f) at At the request of the CompanyTrust, developing and monitoring compliance procedures for the Company each Series concerning, among other matters, adherence of the Company each series to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;; and
(7g) 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 Company;Blue sky monitoring; and
(8) h) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 . 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 Administrator’s 's duties shall not include acting as Company Trust accountant, pricing the Company’s 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.
(d) . In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC AgreementTrust's Agreement and Declaration of Trust and all amendments thereto (the "Declaration of Trust"), the Trust's By-Laws, the effective Private Placement Memorandum prospectuses and statements of additional information of the Company Series and with the instructions and directions of the CompanyTrust, (ii) conform to and comply with the requirements of the 1940 Investment Company Act of 1940, as amended (the "Investment Company Act"), and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant accountants for the CompanyTrust, as necessary and appropriate, on whose advice the Administrator shall be entitled to rely. The Company Each Trust will provide 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
Sources: Administrative Services Agreement (Montgomery Funds Iii)
Services and Duties. (a) 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 Company and the oversight of the Company’s 's Board of Directors, the Administrator undertakes to perform the following types of services for each Series Administrators shall assist in supervising all aspects of the Funds' operations, other than those investment advisory and accounting functions which are to be performed by the Company's investment adviser pursuant to the Advisory Agreement and those advisory and other services to be performed by any sub-adviser or the custodian pursuant to the Company's Sub-Advisory Agreement and Custodian Agreement, as amended from time to time, services to be performed by the distributor 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:
(1) performance measurement Providing personnel and analysissupervising a facility in Wilmington, including furnishing performance data, statistical data and research data to the Company;Delaware (or in such other location as
(2) tax Providing for the preparing, supervising and treasury servicesmailing 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 MFD 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 Company to facilitate shareholder access to the Company and related shareholder services (herein called the "Computer Access Program"). The Administrators shall provide the directors of the Company with such reports, statistics and other information as they may from time to time reasonably request in order to evaluate the Computer 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 terminated, or if the Computer Access Program is discontinued, for any reason, the Company shall have the option to assume lessee's rights and obligations under its leases for the micro-computer equipment and under any related maintenance, insurance or other agreements; and
(8) Monitoring the Company's arrangements with respect to services provided by certain institutional shareholders ("Service Organizations") under its Shareholder Services Plan, including preparing 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 Service Organizations wishing to enter into Servicing Agreements with the Company; 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.
b. The Administrators shall prepare or review, and provide advice with respect to, all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any class or subclass thereof.
c. 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 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 various reports (including tax returns) or other documents required of timely Notices pursuant to Rule 24f-2 shall be performed by federal, state the Company's Treasurer with the assistance and advice of the Company's counsel; and file with the Commission and other applicable laws federal and regulations state agency, subject to the approval of the Company's 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, investment manager 's custodian or 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 (3) management of printing, including assisting or such lesser amount as is appropriate in the preparation and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting event that the Company’s auditors in the preparation of financial statements;
(5) at the request combined annual expenses of the Company, assisting Trust for Federal Securities, Municipal Fund for New York Investors, Inc., Municipal Fund for Temporary Investment, Portfolios for Diversified Investment, Temporary Investment Fund, Inc. and The PNC(R) Fund (collectively, herein called the "Companies") in maintaining their offices in Wilmington, Delaware total less than $18,000 divided by the preparation number of all agendasCompanies which have maintained an office in Wilmington, notices Delaware during the previous month).
f. Monitor, and minutes assist in developing compliance procedures for meetings each of the classes of the Company’s Board of Directors or Members; assisting in the preparation of all resolutions 's Funds, which will include without limitation, procedures to be voted upon by the Board of Directors; assisting in the preparation of supporting information for such meetings monitor compliance with respect to matters that are within the scope of the duties of the Administrator under this Agreementeach Fund's investment objective, policies 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;
(6) at the request of the Companylimitations, developing and monitoring compliance procedures for the Company concerning, among other tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;.
(7) preparing g. The Administrators shall assist in monitoring of regulatory 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 legislative developments which may affect the Company;
(8) management of legal services;
(9) providing or arranging administrative services to ; assist in counseling the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 regulatory examinations or waiver investigations of placement fees;the Company; and work with the Company's counsel in connection with regulatory matters or litigation.
(2) provide consenth. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 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 Administrators agree that all records which they maintain for the Company without are 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective Private Placement Memorandum 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 investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrators is limited to the amount of their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrators shall reimburse such Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrators bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrators during such fiscal
j. In performing all of their services and duties as co-administrators, the Administrators will act in conformity with the Charter, By-Laws, Prospectuses and resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Directors and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaw.
Appears in 1 contract
Sources: Administration Agreement (Municipal Fund for California Investors Inc)
Services and Duties. (a) BlackRock will perform the services set forth below that are designated to it, and PFPC will perform the services set forth below that are designated to it. Each Administrator is responsible only for the services that it has specifically agreed to provide in the Agreement, and not for the services provided by the other Administrator or for any other services.
a. Subject to the supervision and control of the Company and the oversight of the Company’s Board of DirectorsTrustees, BlackRock shall assist in supervising all aspects of the Administrator undertakes Funds’ operations, other than (i) those investment advisory functions which are to perform be performed by the following types Company’s investment advisers pursuant to the 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, (vi) those services to be performed by BlackRock pursuant to the Company’s Shareholders’ Administrative Services Agreement, and (vii) those services provided under the Company’s distribution and service plan relating to the respective classes of services for each Series shares of the Company’s investment portfolios and any amended or successor plan (the “Plan”).
b. Without limiting the generality of Section 4(a), PFPC shall provide the following services with respect to each individual class of shares of the Funds and the shareholders thereof (the “Class-Specific Administration Services”) as indicated below:
(1) performance measurement and analysis, including furnishing performance data, statistical data and research data With respect to the CompanyInvestor 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 upon instruction from the Company remitting such fees pursuant to the Plan;
(2) tax With respect to various share classes of each Fund, calculating and treasury reporting to third party industry data services (e.g., NASDAQ, Lipper Analytical Services) certain performance and other information;
(3) So long as PFPC serves as transfer agent to the Company, with respect to the Investor, Service and Institutional share classes of each Fund, providing for personnel and the supervising of a facility to receive purchase and redemption orders via the Company’s toll free in-WATS telephone lines;
(4) So long as PFPC serves as transfer agent to the Company, with respect to all share classes of each Fund, providing for the preparation, supervision and mailing of confirmations for all purchase and redemption orders to shareholders of record;
(5) So long as PFPC serves as transfer agent to the Company, with respect to all share classes of each Fund, providing for the operation of an automated data processing system to process purchase and redemption orders; and
(6) So long as PFPC serves as transfer agent to the Company, with respect to all share classes of each Fund, providing for the maintenance of a procedure external to the transfer agent’s system to reconstruct lost purchase and redemption data.
c. Without limiting the generality of Section 4(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 individuals (“shareholder representatives”) whose principal responsibility and function shall be to preserve and strengthen the Company’s relationships with the shareholders of such class;
(3) With respect to the Investor and Service share classes of each Fund, monitoring 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 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 the nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties;
(4) With respect to the Institutional share class of each Fund, monitoring the Company’s arrangements with respect to institutional investors and 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, including preparing such as NASDAQ and filing various reports (including tax returns) or other documents required by federalLipper Analytical Services, state and reporting to such services with respect to ticker symbols, performance information and other applicable laws information regarding the Funds, as appropriate;
(6) With respect to the Investor, Service and regulations Institutional share classes of each Fund, monitoring the investor programs that are offered from time to time in connection with such class of shares;
(7) With respect to all share classes of each Fund, providing oversight and related support services that are intended to ensure the delivery of quality service to the shareholders of such class; and
(8) 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 4(a), BlackRock shall provide the following services which are intended to benefit all the classes of shares of a Fund (the “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, other administrators and 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;
(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;
(8) Participating to the extent reasonably requested by the Company and its counsel in the periodic updating of the Company’s registration statement;
(9) Compiling data and accumulating information for and coordinating with the Company’s Treasurer or Assistant Treasurer the preparation of reports to shareholders of record and the Commission (other than those reports required to be prepared and filed by PFPC hereunder);
(10) Filing with the Commission and other federal and state agencies, subject to the approval of the Company’s Treasurer or Assistant Treasurer, reports and documents other than those reports and documents required to be filed by PFPC hereunder and those reports and documents required to be filed by the Company’s custodian, investment manager custodian or transfer agent;
(11) Monitoring, and assisting 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; and
(12) Monitoring the Funds’ expenses.
e. Without limiting the generality of Section 4(a), PFPC shall provide the following Fund-General Administration Services:
(1) Maintaining daily records of investment, capital share and income and expense activities and installing and maintaining a system of internal accounting controls appropriate for entities of the size and complexity of the respective Funds of the Company;
(2) Verifying investment buy/sell trade tickets when received from a Fund’s investment adviser (the “Adviser”) and transmitting trades to the Fund’s custodian (the “Custodian”) for proper settlement;
(3) management of printing, including assisting in the preparation and printing of all documents, private placement memoranda and reports sent to MembersMaintaining individual ledgers for investment securities;
(4) financial reporting and assisting the Company’s auditors in the preparation of financial statementsMaintaining historical tax lots for each security;
(5) at Reconciling cash and investment balances of a Fund with the request Custodian, and providing the Adviser with the beginning cash balance available for investment purposes;
(6) Updating the cash availability throughout the day as required by the Adviser;
(7) Posting to and preparing the Statement of Assets and Liabilities and the Statement of Operations for the annual and semi-annual shareholder reports;
(8) Calculating various contractual expenses (e.g., advisory fees);
(9) Upon receipt of necessary information from the Company, assisting in the monitoring and budgeting of expense accruals;
(10) Controlling all disbursements and authorizing such disbursements upon receipt of electronic mail instructions or Written Instructions;
(11) Calculating capital gains and losses in accordance with the relevant Fund’s Prospectus and resolutions of the Company’s Board of Trustees;
(12) Determining net income in accordance with the relevant Fund’s Prospectus and resolutions of the Company’s Board of Trustees;
(13) Obtaining security market quotes from independent pricing sources approved by the Adviser, or if such quotes are unavailable, then obtaining such prices from the Adviser, and in either case calculating the market value of the Fund’s investments;
(14) Transmitting or mailing a copy of the daily portfolio valuation to the Adviser;
(15) Computing net asset value;
(16) As appropriate, computing yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity;
(17) Preparing quarterly broker security transactions summaries;
(18) Preparing monthly security transaction listings;
(19) Supplying various normal and customary Fund and Company statistical data as requested on an ongoing basis;
(20) Preparing for execution and filing the Company’s Federal and state tax returns;
(21) With the assistance of Company officers and counsel, preparing and filing the Company’s Semi-Annual Reports with the Commission on Form N-SAR;
(22) With the assistance of Company officers and counsel, preparing and filing the Company’s reports with the Commission on Form N-Q and the Company’s Semi-Annual Reports with the Commission on Form N-CSR;
(23) With the assistance of Company officers and counsel, preparing and filing with the Commission the Company’s annual and semi-annual shareholder reports;
(24) Assisting in the preparation of all agendasregistration statements and other filings relating to the registration of the Company’s shares;
(25) Monitoring each Fund’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, notices as amended;
(26) Monitoring the Company’s compliance with the amounts and minutes conditions of each state blue sky qualification, filing documentation with such states as the Company shall direct relating to the initial or ongoing registration or qualification of shares in such states, and furnishing state-by-state blue sky registration reports to the Company;
(27) Assisting in the preparation of materials for meetings of the Company’s Board of Directors or Members; assisting in Trustees and shareholders;
(28) With the preparation assistance of all resolutions to be voted upon by Company officers and counsel, preparing for execution and filing the Board of Directors; assisting in Company’s Form 24F-2;
(29) Acting as liaison with the preparation of supporting information for such meetings Company’s independent public accountants, and providing account analyses, fiscal year summaries and other audit related schedules with respect to matters that are within each Fund. PFPC shall take all reasonable action in the scope performance of the duties of the Administrator its obligations under this AgreementAgreement to assure that the necessary information is made available to such accountants for the expression of their opinion, and collection and distribution of supporting information for as such meetings with respect may be reasonably required by the Company from time to matters within the scope of the duties performed by other persons who provide services to the Companytime;
(630) at the request of the Company, developing and monitoring compliance procedures for Providing to the Company concerningthe PFPC data repository and analytics suite services as set forth on Exhibit Y attached hereto and made a part hereof (as such Exhibit Y may be amended from time to time), among other matterssubject to the terms of this Agreement and the terms set forth in such Exhibit Y. Persons who are Company “Authorized Individuals” and may access the data repository and analytics suite services are set forth on Exhibit Z attached hereto and made a part hereof, adherence of the Company as such Exhibit Z may be amended from time to its investment objectives, policies, restrictions, tax matters and applicable laws and regulationstime;
(731) 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating Reporting the net asset value of each Series in accordance Fund on a daily basis to NASDAQ with the LLC Agreementrespect to each share class that qualifies under NASDAQ reporting requirements;
(iv32) performing all acts related Providing reports to the repurchase of Units;
(v) supervising Company regarding “investment company taxable income” and “net capital gain” distributions in connection with certain tax related distribution requirements applicable to the completion of, and furnishing, Company on an annual financial statements of the Company, as well as monthly reports regarding the Company’s performance and net asset value, to Membersbasis; and
(vi33) performing agreed upon services necessary in connection with Providing periodic reports to the administration specified Adviser regarding a Fund’s unrealized and realized capital gains, containing such standard information and employing such form 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 report as the parties PFPC may agree from time to timetime determine.
(b) The Administrator is also authorized to make various determinations on behalf f. Without limiting any other provision of this Section 4, each Series, and in particular the Administrator shall, under the supervision of the Board Administrators separately agrees to provide the following services (and neither Administrator shall be responsible for the provision of Directors:such services by the other Administrator):
(1) accept or reject initial and additional subscriptions In compliance with the requirements of Rule 31a-3 under the 1940 Act, each Administrator agrees that all records which it maintains for Units; determine whether the Company should offer Units are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company’s request. Copies of any such records maintained by an Administrator will be provided by such Administrator to the Company upon the Company’s reasonable request and at other times than scheduled dates; reduce subscription minimums; accept subscriptions prior the Company’s expense. Each Administrator further agrees to receipt of cleared funds; waive preserve for the requirement periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under said Act but only to the extent that subscriptions such records necessarily and specifically relate to the services required to be made in cash through a S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc. brokerage account; waive any other requirement concerning the time and manner of subscription; suspend subscriptions for Units; consult with any placement agents retained performed by Company with respect to adjustment or waiver of placement fees;such Administrator hereunder.
(2) provide consent, under certain circumstances, to transfers of Units, and provide consent to transferees to become substituted Members; and
(3) with With respect to repurchase of a Member’s Units by the Company without the consent of the Member, make any applicable determination as only to the timingservices designated to it hereunder, 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreementevent of equipment failures affecting the services designated to PFPC hereunder PFPC shall, the effective Private Placement Memorandum of the Company and with the instructions and directions of at no additional expense to the Company, (ii) conform to and comply with the requirements of the 1940 Act, and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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. (a) 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 Company Company's Board of Trustees, the Administrators shall assist in supervising all aspects of the Funds' operations, other than those investment advisory and accounting functions which are to be performed by the Company's investment adviser pursuant to the Advisory Agreement and those advisory and other services to be performed by any sub-adviser or the custodian pursuant to the Company's Sub-Advisory Agreement and Custodian Agreement, as amended from time to time, services to be performed by the distributor pursuant to the Company's Distribution Agreement and the oversight of transfer agent pursuant to the Company’s Board of Directors's Transfer Agency Agreement, as amended from time to time. In this regard, the Administrator undertakes to perform the following types of services for each Series of the CompanyAdministrators' responsibilities include:
(1) performance measurement Providing personnel and analysissupervising a facility in Wilmington, including furnishing performance data, statistical data Delaware (or in such other location as the Company shall reasonably request) to receive purchase and research data 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) tax Providing for the preparing, supervising and treasury servicesmailing 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 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 the Company with such reports, statistics and other information as they may from time to time reasonably request in order to evaluate the Computer 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 preparing 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 Service Organizations wishing to 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 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. The Administrators shall prepare or review, and provide advice with respect to, all sales literature (advertisements, brochures and shareholder communications) for each of the Funds and any series or subseries thereof.
c. 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 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 various reports (including tax returns) or other documents required of timely Notices pursuant to Rule 24f-2 shall be performed by federal, state the Company's Treasurer with the assistance and advice of the Company's counsel; and file with the Commission and other applicable laws federal and regulations state agency, subject to the approval of the Company's 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, investment manager 's custodian or 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 (3) management of printing, including assisting or such lesser amount as is appropriate in the preparation and printing of all documents, private placement memoranda and reports sent to Members;
(4) financial reporting and assisting event that the Company’s auditors in the preparation of financial statements;
(5) at the request combined annual expenses of the Company, assisting Trust for Federal Securities, Municipal Fund for
e. The Administrators, after consultation with the distributor and counsel for the Company, shall determine the jurisdictions in which the preparation Company's shares shall be registered or qualified for sale. The Administrators shall be responsible for maintaining the registration or qualification of all agendas, notices shares for sale under the securities laws of any state and minutes for meetings preparing compliance filings pursuant to state securities laws with the advice of the Company’s Board 's counsel. Payment of Directors share registration fees and any fees for qualifying or Members; assisting in continuing the preparation qualification of all resolutions to the Company or any Fund as a dealer or broker shall be voted upon made by the Board of Directors; assisting Company or Fund involved.
f. Monitor, and assist in the preparation of supporting information developing compliance procedures for such meetings with respect to matters that are within the scope each of the duties of the Administrator under this Agreement, series 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;
(6) at the request subseries of the Company's Funds, developing which will include without limitation, procedures to monitor compliance with each Fund's investment objective, policies and monitoring compliance procedures for the Company concerninglimitations, among other tax matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;.
(7) preparing g. The Administrators shall assist in monitoring of regulatory 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 legislative developments which may affect the Company;
(8) management of legal services;
(9) providing or arranging administrative services to ; assist in counseling the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 regulatory examinations or waiver investigations of placement fees;the Company; and work with the Company's counsel in connection with regulatory matters or litigation.
(2) provide consenth. In compliance with the requirements of Rule 31a-3 under the 1940 Act, 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 Administrators agree that all records which they maintain for the Company without are 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective Private Placement Memorandum 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 all of their services and duties as co-administrators, the Administrators will act in conformity with the Charter, Code, Prospectuses and resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Trustees and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaw.
Appears in 1 contract
Sources: Custodian Agreement (Municipal Fund for Temporary Investment)
Services and Duties. (a) Subject BISYS agrees to perform the services enumerated below in accordance with the service standards set forth in Schedule B attached hereto and made a part hereof. As Administrator, and subject to the supervision and control of the Company Trust's Board of Trustees, BISYS will provide facilities, equipment, statistical and the oversight research data, clerical, accounting and bookkeeping services, internal compliance services relating to accounting and legal matters, and personnel to carry out all administrative services required for operation of the Company’s Board business and affairs of Directorsthe Funds, other than those investment advisory functions which are to be performed by the Trust's investment adviser (the "Adviser") pursuant to the Advisory Agreement, the Administrator undertakes services of Emerald Asset Management, Inc. ("EAM") as Distributor pursuant to perform the Distribution Agreement, those services to be performed by the Trust's custodian and transfer agent, those services to be provided by BISYS, EAM or others under the Plans, and those services normally performed by the Trust's counsel and auditors. BISYS's responsibilities include without limitation the following types of services for each Series of (except to the Company:extent the same are provided by BISYS, EAM or others under the Plans):
(1) performance measurement Providing a facility to receive purchase and analysis, including furnishing performance data, statistical data and research data to the Companyredemption orders via toll-free IN-▇▇▇▇▇ telephone lines;
(2) tax Providing for the preparing, supervising and treasury servicesmailing of confirmations for all purchase and redemption orders;
(3) Providing and supervising the operation of order-taking facilities, including preparing an automated data processing system to process purchase and filing various redemption orders received by EAM (BISYS assumes responsibility for the accuracy of the data transmitted for processing or storage);
(4) Overseeing the performance of The Bank of New York under the Custody Agreement and the performance of BISYS Fund Services, Inc. under the Transfer Agency Agreement with respect to shareholder accounts;
(5) Except to the extent the same is performed by a Service Organization under a Plan, making available information concerning each Fund to its shareholder accounts; 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 problems relating to shareholders and calls relating to administrative matters; and
(6) Providing and supervising the services of employees ("relationship coordinators") 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 redemption requests to the Trust's transfer agent as promptly as practicable.
(c) BISYS shall assure that persons are available to transmit orders accepted for the purchase of Shares to the transfer agent of the Trust as promptly as practicable.
(d) BISYS shall participate in the periodic updating of the Prospectuses and shall accumulate information for and, subject to approval by the Trust's Treasurer and legal counsel, coordinate the preparation, filing, printing and dissemination of reports to the Funds' shareholders and the Commission, including but not limited to annual reports and semi-annual reports on Form N-SAR, notices pursuant to Rule 24f-2 and proxy materials.
(including tax returnse) BISYS shall compute, or provide for the computation of, the per share net asset value and public offering price for each class of each Fund on each business day.
(f) BISYS shall calculate, or provide for the calculation of, dividends and capital gain distributions to be paid to the shareholders of each Fund in conformity with Subchapter M of the Internal Revenue Code.
(g) BISYS shall pay all costs and expenses of maintaining the offices of the Trust, wherever located, and shall arrange for payment by the Funds of all expenses payable by the Funds.
(h) BISYS, after consultation with legal counsel for the Trust, shall determine the jurisdictions in which the Shares shall be registered or qualified for sale and, in connection therewith, shall be responsible for the maintenance of the registration or qualification of 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 the Funds shall be made by the Funds.
(i) BISYS shall provide the services of certain persons who may be appointed as officers of the Trust by the Trust's Board of Trustees.
(j) BISYS shall oversee the maintenance by The Bank of New York and BISYS Fund Services, Inc. of the books and records required under the 1940 Act in connection with the performance of the Custody Agreement and Transfer Agency Agreement, and shall maintain, or provide for the maintenance of, such other documents required by federal, state books and other applicable laws and regulations records (other than those required to be filed maintained by the Company’s custodianAdviser) as may be required by law or may be required for the proper operation of the business and affairs of the Funds. In compliance with the requirements of Rule 31a-3 under the 1940 Act, investment manager BISYS agrees that all such books and records which it maintains, or transfer agent;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.
(3k) 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 BISYS shall coordinate the preparation of financial statements;the Funds' federal, state and local income tax returns.
(5l) 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;
(6) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing BISYS shall prepare and, subject to supervision approval of the Trust's Treasurer, disseminate to the Trust's Trustees the Trust's and each Fund's quarterly financial statements and schedules of investments, and shall prepare such other reports relating to the business and affairs of the Trust and each Fund (not otherwise appropriately prepared by the DirectorsAdviser, accepting subscriptions for Units (EAM, the Trust's counsel or auditors, or by BISYS, EAM or others pursuant to a Plan) as the officers and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase of Units;
(v) supervising the completion of, and furnishing, annual financial statements Trustees of the Company, as well as monthly reports regarding the Company’s performance and net asset value, Trust may from time to Members; and
(vi) performing agreed upon services necessary time reasonably request in connection with the administration performance 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 timetheir duties.
(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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(dm) In performing its duties under this Agreementas Administrator of the Trust, the Administrator BISYS will (i) act in accordance conformity with the LLC AgreementTrust's Declaration, the effective Private Placement Memorandum Code of the Company Regulations and Prospectuses and with the instructions and directions of the Company, (ii) Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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. (a) 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 Company Company's Board of Trustees, BlackRock shall assist in supervising all aspects of the Funds' operations, other than (i) those investment advisory functions which are to be performed by the Company's investment advisers pursuant to the 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 Funds and the oversight of shareholders thereof (the Company’s Board of Directors, the Administrator undertakes to perform the following types of services for each Series of the Company"Class-Specific Administration Services") as indicated below:
(1) performance measurement With respect to the Investor, Service and analysisInstitutional share classes of each Fund, including furnishing performance dataproviding personnel and supervising a facility in Wilmington, statistical data Delaware (or in such other location as the Company shall reasonably request) to receive purchase and research data 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) tax With respect to all share classes of each Fund, overseeing the preparation, supervision and treasury 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 individuals ("shareholder representatives") whose principal responsibility and function shall be to preserve and strengthen the Company's relationships with the shareholders of such class;
(3) With respect to the Investor and Service share classes of each Fund, monitoring 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 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 the nature of the services provided by Service Organizations; and maintaining appropriate records in connection with such duties;
(4) With respect to the Institutional share class of each Fund, monitoring the Company's arrangements with respect to institutional investors and 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, including preparing 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 share classes of each Fund, providing oversight and 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 various reports (including tax returns) of timely Notices pursuant to Rule 24f-2 under the 1940 Act shall be performed by the Company's Treasurer or other documents required by federal, state Assistant Treasurer with the assistance and advice of the Company's counsel; and file with the Commission and other applicable laws federal and regulations 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, investment manager '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) management Acting as liaison between the Company's Board of printing, including assisting in the preparation Trustees and printing of all documents, private placement memoranda and reports sent to Membersits service providers;
(4) financial reporting and assisting the Company’s auditors Assisting in the preparation of financial statementsmaterials for meetings of the Company's Board of Trustees and shareholders;
(5) at the request of Providing general ongoing business management and support services in connection with 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's operations;
(6) at After consultation with the request of distributor and counsel for the Company, developing and monitoring compliance procedures determining the jurisdictions in which the Funds' shares shall be registered or qualified for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;sale; and
(7) preparing Assisting in monitoring of regulatory and filing Form D notices legislative developments which may affect the Funds; assisting in counseling the Funds with respect to regulatory examinations or investigations; and working with the Securities 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 Exchange Commission schedules for each Fund (other than those maintained by the Company's custodian and monitoring state exemption filings its transfer agent), and notices with various states to install and maintain a system of internal controls appropriate for entities of the size and complexity of each Fund, and to provide reports, financial statements and other jurisdictions made statistical data as requested from time to time by other agents of the Administrators or by the Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company. In addition, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the PFPC shall compute each Fund's net asset value of each Series value, net income and net capital gain (loss) in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase Company's Prospectuses and resolutions of Units;
(v) supervising the completion ofits Board of Trustees. PFPC shall, and furnishing, annual financial statements of together with the Company's 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 its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, 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 such may be required 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 g. Without limiting any other provision of this Section 3, the Administrators shall also authorized provide the following services that are related to make various determinations on behalf of each Series, and in particular the Administrator shall, under the supervision of the Board of Directorsother services specified herein:
(1) accept or reject initial and additional subscriptions In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrators agree that all records which they maintain for Units; determine whether the Company should offer Units at are the property of the Company and 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 times than scheduled dates; reduce subscription minimums; accept subscriptions prior the records required to receipt of cleared funds; waive the requirement that subscriptions be made in cash through a S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ Inc. brokerage account; waive any other requirement concerning the time and manner of subscription; suspend subscriptions for Units; consult with any placement agents retained maintained under Rule 31a-1(b)(4), which shall be preserved by Company with respect to adjustment or waiver of placement fees;BlackRock) under said Act.
(2) provide consentIn the event of equipment failures beyond PFPC's control, under certain circumstancesPFPC shall, at no additional expense to transfers the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto. PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provision for emergency use of Units, and provide consent electronic data processing equipment to transferees to become substituted Members; andthe extent appropriate equipment is available.
(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 In performing all of the Member’s Units of a Series).
(c) Except as specifically described above in Section (a) of this Paragraph 2their services and duties hereunder, 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.
(d) In performing its duties under this Agreement, the Administrator Administrators will (i) act in accordance conformity with the LLC AgreementCharter, the effective Private Placement Memorandum of the Company Code, Prospectuses and with the resolutions and other instructions and directions of the Company, (ii) conform to 's Board of Trustees and will comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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 Agreementlaw.
Appears in 1 contract
Services and Duties. (a) Subject As Administrator, and subject to the supervision and control of the Company Trust's Board of Trustees, BISYS will provide facilities, equipment, statistical and the oversight research data, clerical services, internal compliance services relating to legal matters, and personnel to carry out all administrative services required for operation of the Company’s Board business and affairs of Directorsthe Trust, other than those investment advisory functions which are to be performed by the Administrator undertakes Trust's investment advisers, those services to perform 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 types of services for each Series of the Companyservices:
(1) performance measurement Providing a facility to receive purchase and analysis, including furnishing performance data, statistical data and research data to the Companyredemption orders via toll-free IN-WATTS telephone lines or v▇▇ ▇lectronic transmission;
(2) tax Providing for the preparing, supervising and treasury servicesmailing 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) BISYS shall assure that persons are available to transmit wire, telephone or electronic orders accepted for the purchase of Shares to the Trust's transfer agent as promptly as practicable.
(d) BISYS 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 preparing 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 (iii) the preparation and filing various reports (including tax returns) or other documents required by federal, state of post-effective amendments to the Trust's Registration Statement on Form N-1A relating to the updating of financial information and other applicable routine matters.
(e) BISYS shall pay all costs and expenses of maintaining the offices of the Trust, wherever located, and shall arrange for payment by the Trust of all expenses payable by the Trust.
(f) BISYS, after consultation with legal counsel for the Trust, shall determine the jurisdictions in which the Shares shall be registered or qualified for sale and, in connection therewith, shall be responsible for the maintenance of the registration or qualification of the Shares for sale under the securities laws of any state. Payment of share registration fees and regulations any fees for qualifying or continuing the qualification of the 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 filed maintained by the Company’s custodian, Trust's investment manager advisers and fund accounting agent) as may be required by law or transfer agent;
(3) management of printing, including assisting in may be required for 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 proper operation of the Company, assisting in the preparation of all agendas, notices business and minutes for meetings affairs of the Company’s Board Trust and each Fund. In compliance with the requirements of Directors Rule 31a-3 under the 1940 Act, BISYS agrees that all such books and records which it maintains, or Members; assisting in is responsible for maintaining, for the preparation Funds are the property of all resolutions 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 voted upon maintained 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 Rule 31a-1 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;
(6) at the request of the Company, developing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:said Act.
(i) maintaining a list BISYS shall coordinate the preparation of Members the Funds' federal, state and generally performing all actions related local income tax returns.
(j) BISYS shall prepare such other reports relating to the issuance, repurchase business and transfer affairs of Units, if any;
the Trust and each Fund (ii) reviewing and, subject to supervision not otherwise appropriately prepared by the DirectorsTrust's investment adviser, accepting subscriptions for Units (transfer agent, fund accounting agent or the Trust's counsel or auditors) as the officers and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase of Units;
(v) supervising the completion of, and furnishing, annual financial statements Trustees of the Company, as well as monthly reports regarding the Company’s performance and net asset value, Trust may from time to Members; and
(vi) performing agreed upon services necessary time reasonably request in connection with the administration performance of their duties, and BISYS shall provide reports to the CompanyBoard of Trustees summarizing issues relating to the provision of BISYS' services hereunder, including registrar of which BISYS is aware and transfer agent functions, accounting and clerical services;
(10) supervising third parties retained by the Administrator, if any, to perform any or all Board 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 timeTrustees should be aware.
(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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(dk) In performing its duties under this Agreementas Administrator of the Trust, the Administrator BISYS will (i) act in accordance conformity with the LLC AgreementTrust's Certificate, the effective Private Placement Memorandum of the Company By-Laws and Prospectuses and with the instructions and directions of the Company, (ii) Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, Act and all other applicable federal or state laws and regulations. As to the services to be provided hereunder, BISYS may rely conclusively upon the terms of the Prospectuses and (iii) consult with legal counsel Statement of Additional Information of the Trust to and the independent public accountant for extent that such services are described therein unless BISYS receives written instructions to the Company, as necessary and appropriate, on whose advice contrary in a timely manner from 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 AgreementTrust.
Appears in 1 contract
Sources: Administration Agreement (Victory Variable Insurance Funds)
Services and Duties. (aA) Subject to the supervision and control of the Company and the oversight of the Company’s 's Board of Directors, Concord will provide facilities, equipment, statistical and research data, clerical, accounting and bookkeeping services, internal auditing and legal services, and personnel to carry out all administrative services required for operation of the Administrator undertakes business and affairs of the Funds, other than those investment advisory functions which are to perform be performed by the Company's Investment Adviser, the services of Concord Financial as Distributor pursuant to the Distribution Agreement, those services to be performed by The Bank of New York pursuant to the Company's Custody Agreement and Transfer Agency Agreement and those services normally performed by the Company's counsel and auditors. Concord's responsibilities include without limitation the following types of services for each Series of the Companyservices:
(1) performance measurement Providing a facility to receive purchase and analysis, including furnishing performance data, statistical data and research data to the Companyredemption orders for Shares via toll-free IN-WATS telephone lines;
(2) tax Providing for the preparing, supervising and treasury services, including preparing mailing of confirmations for all purchase and filing various reports (including tax returns) or other documents required by federal, state and other applicable laws and regulations other than those required to be filed by the Company’s custodian, investment manager or transfer agentredemption orders for Shares;
(3) management Providing and supervising the operation of printing, including assisting in an automated data processing system to process purchase and redemption orders for Shares received by Concord (Concord assumes responsibility for the preparation and printing accuracy of all documents, private placement memoranda and reports sent to Membersthe data transmitted for processing or storage);
(4) financial reporting Overseeing the performance of The Bank of New York under the Custody Agreement and assisting Transfer Agency Agreement with respect to the Company’s auditors in the preparation of financial statementsFunds;
(5) at the request Making available information concerning each Fund to its shareholders; distributing written communications to each Fund's shareholders such as periodic listings of the Companyeach Fund's securities, assisting in the preparation of all agendas, notices annual 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 Agreementsemi-annual reports, and collection prospectuses and distribution of supporting information for such meetings with respect supplements thereto; and handling shareholder problems and calls relating to matters within the scope of the duties performed by other persons who provide services to the Company;administrative matters; and
(6) at the request of the Company, developing Providing and monitoring compliance procedures for the Company concerning, among other matters, adherence of the Company to its investment objectives, policies, restrictions, 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 Company;
(8) management of legal services;
(9) providing or arranging administrative services to the Members of the Company, including:
(i) maintaining a list of Members and generally performing all actions related to the issuance, repurchase and transfer of Units, if any;
(ii) reviewing and, subject to supervision by the Directors, accepting subscriptions for Units (and payment therefor);
(iii) computing and disseminating the net asset value of each Series in accordance with the LLC Agreement;
(iv) performing all acts related to the repurchase of Units;
(v) supervising the completion of, and furnishing, annual financial statements services of the Company, as well as monthly reports regarding the Company’s performance and net asset value, to Members; and
employees (vi"relationship coordinators") 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 S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ 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 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.
(d) In performing its duties under this Agreement, the Administrator will (i) act in accordance with the LLC Agreement, the effective 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 1940 Act, and all other applicable federal or state laws and regulations, and (iii) consult with legal counsel to and the independent public accountant for the Company, as necessary 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.whose
Appears in 1 contract
Sources: Administration Agreement (Pacific Horizon Funds Inc)