Common use of Administrative Powers Clause in Contracts

Administrative Powers. The Master Custodial Administration Agreement Administrator shall have the following administrative powers with respect to the Master Custodial Account, which it shall exercise only with the direction of the Plan Sponsor: (a) To instruct the Custodian to register any investment held by the Custodial Account in the name of the Master Custodial Administration Agreement Administrator, in its own name on behalf of the Plan Sponsor, or in the name of a nominee, including the Custodian as custodian for the Custodial Account, to hold any investment in bearer form or to hold any investment unregistered or in such form that title will pass by delivery; provided, however, that the books and records of the Master Custodial Administration Agreement Administrator and the Custodian shall at all times show that all such investments are part of the Custodial Account. (b) To instruct the Custodian to hold such investments for safekeeping or to deposit such securities, or cause them to be deposited, in a clearing system established to settle transfers of securities and cause them to be merged and held in bulk by the nominee of such clearing system. Without limiting the generality of the foregoing, the Master Custodial Administration Agreement Administrator is specifically authorized to instruct the Custodian to hold securities of the Custodial Account with the Custodian, which in turn may hold them in the name of any other appropriate depository, or their nominees. (c) To engage, on behalf of the Plan Sponsor or Participant, such attorneys, investment advisors, subcustodians, accountants and such other advisors, including the services of the Custodian as described below, and, anything contained herein to the contrary notwithstanding, to engage in such legal or administrative proceedings as are deemed reasonably required in connection with the administration of the Master Custodial Administration Agreement, and to compensate any persons so engaged at such wages, fees, remuneration, consideration or otherwise, and upon such terms and conditions as the Master Custodial Administration Agreement Administrator shall deem reasonable under the circumstances. Unless otherwise noted in this Agreement, such compensation shall be a charge upon the Custodial Account and shall in no event be deducted from any compensation payable to the Master Custodial Administration Agreement Administrator. (d) To engage, on behalf of the Plan Sponsor or Participant, a Custodian to perform certain duties and responsibilities, including custodial duties, record maintenance and the production of statements on the investments held by the Custodian. The Master Custodial Administration Agreement Administrator shall not provide such services with respect to assets custodied by any person other than the Custodian named by the Master Custodial Administration Agreement Administrator nor shall the Master Custodial Administration Agreement Administrator maintain records of the Plans or provide Participating Plan statements other than with respect to assets custodied by the Custodian named by the Master Custodial Administration Agreement Administrator. (e) Plan Sponsor and/or Participant and the Master Custodial Administration Agreement Administrator agree that any directions or instructions with regard to the assets held by the Custodian under this Agreement shall be given by the Plan Sponsor, Plan Administrator, or Participant with respect to investment selection, Investment Managers or other authorized persons to the Master Custodial Administration Agreement Administrator and the Master Custodial Administration Agreement Administrator shall provide such directions or instructions to the Custodian. In so doing, the Master Custodial Administration Agreement Administrator shall not act exercise any discretion over such directions or instructions and shall act only in an administrative capacity in providing such directions or instructions to the Custodian. In addition, the Custodian and the Master Custodial Administration Agreement Administrator shall agree that the Custodian shall give any instructions or other communications to the Plan Sponsor, Participant, Plan Administrator, Investment Managers or other authorized persons to the Master Custodial Administration Agreement Administrator and the Master Custodial Administration Agreement Administrator shall provide such instructions or other communications to the Plan Sponsor, Participant, Plan Administrator, Investment Managers or other authorized persons without interpretation or change, and the Master Custodial Administration Agreement Administrator shall act only in an administrative capacity in handling such instructions or other communications from the Custodian. Custodian shall have no obligation to determine the accuracy or completeness of any such directions, instructions or communications provided to it by the Master Custodial Administration Agreement Administrator or provided by the Master Custodial Administration Agreement Administrator from Custodian. This Article 3.6(e) shall apply without limitation to all other Articles of this Agreement and Appendix A. (f) To do all such acts, and exercise all such rights and privileges, although not specifically mentioned, unless specifically prohibited by the Plan Administrator and/or Participant, which shall be reasonably required in the performance of the Master Custodial Administration Agreement Administrator’s duties hereunder.