management and administrative services agreement

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administrative services agreement

“instructions” shall mean written communications actually received by bnym by s.w.i.f.t., tested telex, letter, email, facsimile transmission, or other method or system specified by bnym as available for use in connection with the services hereunder, whether from a shareholder or an authorized person of a fund. in connection with its duties hereunder, bnym shall be entitled to rely, and shall be held harmless by the funds when acting in good faith in reliance upon, such information or documents provided to bnym by any of the aforementioned persons for a specified purpose and used by bnym for such purpose. such books, accounts and other documents shall be made available upon reasonable request for inspection by officers, employees and auditors of the funds or the investment advisor during bnym’s normal business hours and electronic access to such books, accounts and other documents which are made available by bnym to the funds in accordance with appendix i hereto. (k) bnym may apply to an authorized person of the funds for instructions with respect to any matter arising in connection with bnym’s performance hereunder, and bnym shall not be liable for any action taken or omitted to be taken by it in good faith without negligence or willful misconduct in accordance with such instructions. bnym may assume the authenticity and accuracy of any document provided by a shareholder without verification unless in the sole discretion of bnym the same on its face appears not to be genuine. in providing the services hereunder, bnym is authorized to utilize any vendor (including pricing and valuation services) reasonably believed by bnym to be reliable; provided, however, that with respect to pricing and valuation services, bnym shall provide the funds prior written notice of the names of such service providers before utilizing any such service with respect to any fund securities to the extent reasonably practicable under the circumstances. incurred in connection with the performance of any administrative services required, as well as any fees, costs and expenses expressly permitted by the investment advisor to be procured for the funds by bnym pursuant to this agreement. upon termination, other than a termination by the funds pursuant to the succeeding section 9(b), the funds shall pay to bnym (such compensation as may be due as of the date of such termination, and, in each case, the funds shall reimburse bnym for any disbursements and expenses made or incurred by bnym and payable or reimbursable hereunder, including fees and compensation for work done or services provided by bnym after the termination date that are expressly authorized by the investment advisor. this agreement may not be amended or modified in any manner except by a written agreement executed by bnym and the funds.