Duties as Administrator. (a) Duties with Respect to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture): (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3); (ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4); (iii) the notification of Noteholders of the final principal payment on their Notes (subsection 2.7(h)); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14); (vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16); (viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2); (ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3); (x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4); (xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5); (xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b)); (xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d)); (xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b)); (xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18); (xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16); (xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4); (xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6); (xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10); (xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4); (xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2); (xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5); (xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2); (xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (xxxii) the recording of the Indenture, if applicable (Section 11.15).
Appears in 11 contracts
Samples: Deposit and Administration Agreement (Chase Credit Card Master Trust), Deposit and Administration Agreement (Chase Credit Card Master Trust), Deposit and Administration Agreement (Chase Credit Card Master Trust)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, CMA, as Administrator, will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement:
(a) Duties Maintain office facilities for the Trust (which may be in the offices of CMA or a corporate affiliate);
(b) Furnish clerical services, internal executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Assist in furnishing statistical and research data and data processing services in connection with the foregoing;
(d) Furnish corporate secretarial services, including assisting in the coordination of the preparation and distribution of materials for Board of Trustees meetings;
(e) Provide the services by certain persons who may be appointed as officers of the Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the Indenture (references are strategic response to sections such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Indenture):Trust, and working closely with outside counsel to the Trust in connection with any litigation in which the Trust is involved;
(g) Prepare and file timely the certified final versions of the annual and semi-annual report on Form N-CSR;
(h) Coordinate the preparation and filing of the Funds' voting records on Form N-PX;
(i) File holdings reports on Form N-Q as required at the end of the first and third fiscal quarters of each year;
(j) Assist in coordinating the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same reports to the Indenture Trustee (Sections 2.2 Trust's shareholders of record and 2.3)the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(iik) Coordinate with the duty to cause Trust regarding the Note Register to jurisdictions in which the Shares shall be kept registered or qualified for sale and, in connection therewith, be responsible for the registration or qualification and to give the Indenture Trustee notice maintenance of such registration or qualification of Shares for sale under the securities laws of any appointment state. Payment of a new Note Registrar share registration fees and any fees for qualifying or continuing the location, or change in location, qualification of the Note Register and Trust or any Fund as a dealer or broker shall be made or reimbursed by the office Trust or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)that Fund, respectively;
(iiil) Assist in the notification preparation and filing on a timely basis of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparationvarious reports, obtaining or filing of the instrumentsregistration statements and post-effective amendments thereto, opinions and certificates and other documents required by federal, state and other applicable laws and regulations, other than those filed or required to be filed by the Funds' adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(m) Administer the implementation and required distribution of the Trust's privacy policy as required under Regulation S-P;
(n) Implement and maintain a disaster recovery program for the release Trust's records, and a business continuity plan;
(o) Assist the Trust's Chief Compliance Officer with issues regarding the Trust's compliance program (as approved by the Board of collateral Trustees in accordance with Rule 38a-1 under the 0000 Xxx) as reasonably requested;
(p) Perform certain compliance procedures for the Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust's Board of Trustees;
(q) Assist the Trust with its obligations under Section 2.9)302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by the Administrator or its affiliates on behalf of the Trust so that it may be included in financial information certified by Trust officers on Form N-CSR and Form N-Q;
(r) Accumulate information for reports to the Trust's shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(s) Prepare and file on a timely basis the Trust's tax returns, including foreign, federal, state, local and excise tax returns, as applicable, and any other tax filings, and issue all tax-related information to shareholders, including IRS Form-1099 and other applicable tax forms;
(t) Prepare and file any claims in connection with class actions involving portfolio securities, handle administrative matters in connection with the litigation or settlement of such claims, and prepare a report to the Board regarding such matters;
(u) Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Rules 17g-1 and 17d-1 under the 1940 Act at the expense of the Trust and Funds and ensure that such fidelity bonds and any related notices are filed with the SEC as required under the 1940 Act, to the extent such bonds and policies are approved by the Board;
(v) Monitor the preparation development and implementation of Definitive Notes certain compliance procedures for the Trust including, but not limited to, monitoring: (i) each Fund's status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and arranging based upon information provided by the delivery thereof Fund's adviser or sub-advisers, the 90% gross income and asset diversification tests derived from such Sub-Chapter; and (Section 2.12)ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable laws and regulations;
(viw) the duty to cause newly appointed Paying Agents, if any, to deliver Prepare and furnish to the Indenture Trustee Trust monthly broker security transaction summaries and monthly security transaction listings and (at the instrument specified Trust's request) performance information (including yield and total return information) calculated in the Indenture regarding funds held in trust (Section 2.14);
(vii) accordance with applicable U.S. securities laws and reporting to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by external databases such Paying Agents (Section 3.3)information as may reasonably be requested;
(x) Assist the obtaining Trust and preservation its agents in their accumulation and preparation of materials for the Board of Trustees' meetings and for regulatory examinations and inspections of the Issuer's qualification Trust, to do business in each jurisdiction in which the extent such qualification is or shall be necessary materials relate to protect the validity and enforceability of services being performed for the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4)by CMA;
(xiy) Coordinate the preparation provisions of services to the Trust by other service providers to the Trust, including the transfer agent, sub-transfer agent and custodian; and
(z) Generally assist in all supplementsaspects of the Trust's operations. In performing all services under this Agreement, amendmentsCMA shall: (i) act in conformity with the Trust's Declaration of Trust, financing statementsBy-laws, continuation statementsthe 1940 Act and the rules thereunder, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date applicable laws and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indentureregulations, as the same may be amended from time to the Owner Trust Estatetime, and the annual delivery of the OfficerTrust's Certificate and certain other statements, in accordance with Section 3.9 of the IndentureRegistration Statement, as such Registration Statement may be amended from time to compliance time; (ii) consult and coordinate with the Indenture Trust, as necessary and appropriate; and (Sections 3.6 iii) advise and 3.9);
(xiii) the identification report to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement andTrust, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and stateappropriate, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer compliance matters that come to the Indenture Trustee to take any action its attention. In connection with its duties under the Indenture (Section 11.1(a));
(xxx) the preparation this Paragraph 3, it is understood and delivery of Officer's Certificates agreed that CMA may, at its own expense, enter into sub-administration agreements with other service providers and the obtaining of Independent CertificatesFund(s), if necessary, for provided that each such service provider agrees with CMA and the release of property from the lien Fund(s) to comply with all relevant provisions of the Indenture (Section 11.1(b));
(xxxi) the preparation 1940 Act and delivery to the Noteholders applicable rules and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations thereunder.
Appears in 5 contracts
Samples: Administration Agreement (Columbia Funds Variable Insurance Trust I), Administration Agreement (Columbia Funds Master Investment Trust), Administration Agreement (Columbia Funds Variable Insurance Trust I)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, CMA, as Administrator, will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement:
(a) Duties Maintain office facilities for the Trust (which may be in the offices of CMA or a corporate affiliate);
(b) Furnish clerical services, internal executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Assist in furnishing statistical and research data and data processing services in connection with the foregoing;
(d) Furnish corporate secretarial services, including assisting in the coordination of the preparation and distribution of materials for Board of Trustees meetings;
(e) Provide the services by certain persons who may be appointed as officers of the Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the Indenture (references are strategic response to sections such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Indenture):Trust, and working closely with outside counsel to the Trust in connection with any litigation in which the Trust is involved;
(g) Prepare and file timely the certified final versions of the annual and semi-annual report on Form N-CSR;
(h) Coordinate the preparation and filing of the Funds' voting records on Form N-PX;
(i) File holdings reports on Form N-Q as required at the end of the first and third fiscal quarters of each year;
(j) Assist in coordinating the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same reports to the Indenture Trustee (Sections 2.2 Trust's shareholders of record and 2.3)the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(iik) Coordinate with the duty to cause Trust regarding the Note Register to jurisdictions in which the Shares shall be kept registered or qualified for sale and, in connection therewith, be responsible for the registration or qualification and to give the Indenture Trustee notice maintenance of such registration or qualification of Shares for sale under the securities laws of any appointment state. Payment of a new Note Registrar share registration fees and any fees for qualifying or continuing the location, or change in location, qualification of the Note Register and Trust or any Fund as a dealer or broker shall be made or reimbursed by the office Trust or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)that Fund, respectively;
(iiil) Assist in the notification preparation and filing on a timely basis of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparationvarious reports, obtaining or filing of the instrumentsregistration statements and post-effective amendments thereto, opinions and certificates and other documents required by federal, state and other applicable laws and regulations, other than those filed or required to be filed by the Funds' adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(m) Administer the implementation and required distribution of the Trust's privacy policy as required under Regulation S-P;
(n) Implement and maintain a disaster recovery program for the release Trust's records, and a business continuity plan;
(o) Assist the Trust's Chief Compliance Officer with issues regarding the Trust's compliance program (as approved by the Board of collateral Trustees in accordance with Rule 38a-1 under the 0000 Xxx) as reasonably requested;
(p) Perform certain compliance procedures for the Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust's Board of Trustees;
(q) Assist the Trust with its obligations under Section 2.9)302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by the Administrator or its affiliates on behalf of the Trust so that it may be included in financial information certified by Trust officers on Form N-CSR and Form N-Q;
(r) Accumulate information for reports to the Trust's shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(s) Prepare and file on a timely basis the Trust's tax returns, including foreign, federal, state, local and excise tax returns, as applicable, and any other tax filings, and issue all tax-related information to shareholders, including IRS Form-1099 and other applicable tax forms;
(t) Prepare and file any claims in connection with class actions involving portfolio securities, handle administrative matters in connection with the litigation or settlement of such claims, and prepare a report to the Board regarding such matters;
(u) Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Rules 17g-1 and 17d-1 under the 1940 Act at the expense of the Trust and Funds and ensure that such fidelity bonds and any related notices are filed with the SEC as required under the 1940 Act, to the extent such bonds and policies are approved by the Board;
(v) Monitor the preparation development and implementation of Definitive Notes certain compliance procedures for the Trust including, but not limited to, monitoring: (i) each Fund's status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and arranging based upon information provided by the delivery thereof Fund's adviser or sub-advisers, the 90% gross income and asset diversification tests derived from such Sub-Chapter; and (Section 2.12)ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable laws and regulations;
(viw) the duty to cause newly appointed Paying Agents, if any, to deliver Prepare and furnish to the Indenture Trustee Trust monthly broker security transaction summaries and monthly security transaction listings and (at the instrument specified Trust's request) performance information (including yield and total return information) calculated in the Indenture regarding funds held in trust (Section 2.14);
(vii) accordance with applicable U.S. securities laws and reporting to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by external databases such Paying Agents (Section 3.3)information as may reasonably be requested;
(x) Assist the obtaining Trust and preservation its agents in their accumulation and preparation of materials for the Board of Trustees' meetings and for regulatory examinations and inspections of the Issuer's qualification Trust, to do business in each jurisdiction in which the extent such qualification is or shall be necessary materials relate to protect the validity and enforceability of services being performed for the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4)by CMA;
(xiy) Coordinate the preparation provisions of services to the Trust by other service providers to the Trust, including the transfer agent, sub-transfer agent and custodian; and
(z) Generally assist in all supplementsaspects of the Trust's operations. In performing all services under this Agreement, amendmentsCMA shall: (i) act in conformity with the Trust's Declaration of Trust, financing statementsthe 1940 Act and the rules thereunder, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date applicable laws and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indentureregulations, as the same may be amended from time to the Owner Trust Estatetime, and the annual delivery of the OfficerTrust's Certificate and certain other statements, in accordance with Section 3.9 of the IndentureRegistration Statement, as such Registration Statement may be amended from time to compliance time; (ii) consult and coordinate with the Indenture Trust, as necessary and appropriate; and (Sections 3.6 iii) advise and 3.9);
(xiii) the identification report to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement andTrust, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and stateappropriate, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer compliance matters that come to the Indenture Trustee to take any action its attention. In connection with its duties under the Indenture (Section 11.1(a));
(xxx) the preparation this Paragraph 3, it is understood and delivery of Officer's Certificates agreed that CMA may, at its own expense, enter into sub-administration agreements with other service providers and the obtaining of Independent CertificatesFund(s), if necessary, for provided that each such service provider agrees with CMA and the release of property from the lien Fund(s) to comply with all relevant provisions of the Indenture (Section 11.1(b));
(xxxi) the preparation 1940 Act and delivery to the Noteholders applicable rules and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations thereunder.
Appears in 4 contracts
Samples: Administration Agreement (Columbia Funds Series Trust), Administration Agreement (Banc of America Funds Trust), Administration Agreement (Banc of America Funds Trust)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, CMA, as Administrator, will assist in supervising various aspects of the Trust’s administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement:
(a) Duties Maintain office facilities for the Trust (which may be in the offices of CMA or a corporate affiliate);
(b) Furnish clerical services, internal executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Assist in furnishing statistical and research data and data processing services in connection with the foregoing;
(d) Furnish corporate secretarial services, including assisting in the coordination of the preparation and distribution of materials for Board of Trustees meetings;
(e) Provide the services by certain persons who may be appointed as officers of the Trust by the Trust’s Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the Indenture (references are strategic response to sections such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Indenture):Trust, and working closely with outside counsel to the Trust in connection with any litigation in which the Trust is involved;
(g) Prepare and file timely the certified final versions of the annual and semi-annual report on Form N-CSR;
(h) Coordinate the preparation and filing of the Funds’ voting records on Form N-PX;
(i) File holdings reports on Form N-Q as required at the end of the first and third fiscal quarters of each year;
(j) Assist in coordinating the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same reports to the Indenture Trustee (Sections 2.2 Trust’s shareholders of record and 2.3)the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(iik) Coordinate with the duty to cause Trust regarding the Note Register to jurisdictions in which the Shares shall be kept registered or qualified for sale and, in connection therewith, be responsible for the registration or qualification and to give the Indenture Trustee notice maintenance of such registration or qualification of Shares for sale under the securities laws of any appointment state. Payment of a new Note Registrar share registration fees and any fees for qualifying or continuing the location, or change in location, qualification of the Note Register and Trust or any Fund as a dealer or broker shall be made or reimbursed by the office Trust or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)that Fund, respectively;
(iiil) Assist in the notification preparation and filing on a timely basis of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparationvarious reports, obtaining or filing of the instrumentsregistration statements and post-effective amendments thereto, opinions and certificates and other documents required by federal, state and other applicable laws and regulations, other than those filed or required to be filed by the Funds’ adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(m) Administer the implementation and required distribution of the Trust’s privacy policy as required under Regulation S-P;
(n) Implement and maintain a disaster recovery program for the release Trust’s records, and a business continuity plan;
(o) Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of collateral Trustees in accordance with Rule 38a-1 under the 0000 Xxx) as reasonably requested;
(p) Perform certain compliance procedures for the Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust’s Board of Trustees;
(q) Assist the Trust with its obligations under Section 2.9)302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by the Administrator or its affiliates on behalf of the Trust so that it may be included in financial information certified by Trust officers on Form N-CSR and Form N-Q;
(r) Accumulate information for reports to the Trust’s shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(s) Prepare and file on a timely basis the Trust’s tax returns, including foreign, federal, state, local and excise tax returns, as applicable, and any other tax filings, and issue all tax-related information to shareholders, including IRS Form-1099 and other applicable tax forms;
(t) Prepare and file any claims in connection with class actions involving portfolio securities, handle administrative matters in connection with the litigation or settlement of such claims, and prepare a report to the Board regarding such matters;
(u) Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Rules 17g-1 and 17d-1 under the 1940 Act at the expense of the Trust and Funds and ensure that such fidelity bonds and any related notices are filed with the SEC as required under the 1940 Act, to the extent such bonds and policies are approved by the Board;
(v) Monitor the preparation development and implementation of Definitive Notes certain compliance procedures for the Trust including, but not limited to, monitoring: (i) each Fund’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and arranging based upon information provided by the delivery thereof Fund’s adviser or sub-advisers, the 90% gross income and asset diversification tests derived from such Sub-Chapter; and (Section 2.12)ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable laws and regulations;
(viw) the duty to cause newly appointed Paying Agents, if any, to deliver Prepare and furnish to the Indenture Trustee Trust monthly broker security transaction summaries and monthly security transaction listings and (at the instrument specified Trust’s request) performance information (including yield and total return information) calculated in the Indenture regarding funds held in trust (Section 2.14);
(vii) accordance with applicable U.S. securities laws and reporting to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by external databases such Paying Agents (Section 3.3)information as may reasonably be requested;
(x) Assist the obtaining Trust and preservation its agents in their accumulation and preparation of materials for the Board of Trustees’ meetings and for regulatory examinations and inspections of the Issuer's qualification Trust, to do business in each jurisdiction in which the extent such qualification is or shall be necessary materials relate to protect the validity and enforceability of services being performed for the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4)by CMA;
(xiy) Coordinate the preparation provisions of services to the Trust by other service providers to the Trust, including the transfer agent, sub-transfer agent and custodian; and
(z) Generally assist in all supplementsaspects of the Trust’s operations. In performing all services under this Agreement, amendmentsCMA shall: (i) act in conformity with the Trust’s Declaration of Trust, financing statementsBy-laws, continuation statementsthe 1940 Act and the rules thereunder, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date applicable laws and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indentureregulations, as the same may be amended from time to the Owner Trust Estatetime, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the IndentureTrust’s Registration Statement, as such Registration Statement may be amended from time to compliance time; (ii) consult and coordinate with the Indenture Trust, as necessary and appropriate; and (Sections 3.6 iii) advise and 3.9);
(xiii) the identification report to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement andTrust, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and stateappropriate, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer compliance matters that come to the Indenture Trustee to take any action its attention. In connection with its duties under the Indenture (Section 11.1(a));
(xxx) the preparation this Paragraph 3, it is understood and delivery of Officer's Certificates agreed that CMA may, at its own expense, enter into sub-administration agreements with other service providers and the obtaining of Independent CertificatesFund(s), if necessary, for provided that each such service provider agrees with CMA and the release of property from the lien Fund(s) to comply with all relevant provisions of the Indenture (Section 11.1(b));
(xxxi) the preparation 1940 Act and delivery to the Noteholders applicable rules and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations thereunder.
Appears in 3 contracts
Samples: Administration Agreement (Nations Separate Account Trust), Administration Agreement (Nations Separate Account Trust), Administration Agreement (Columbia Funds Variable Insurance Trust I)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, BACAP Distributors, as Administrator, will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement:
(a) Duties Maintaining office facilities for the Trust (which may be in the offices of BACAP Distributors or a corporate affiliate);
(b) Furnishing clerical services, internal executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Assist in furnishing statistical and research data and data processing services in connection with the foregoing;
(d) Furnishing corporate secretarial services, including assisting in the coordination of the preparation and distribution of materials for Board of Trustees meetings;
(e) Providing the services of certain persons who may be appointed as officers of the Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the strategic response to such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Trust, and working closely with outside counsel to the Trust in connection with any litigation in which the Trust is involved;
(g) Assist in coordinating the preparation of reports to the Trust's shareholders of record and the Indenture SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(references are to sections h) Coordinating with the Trust regarding the jurisdictions in which the Shares shall be registered or qualified for sale and, in connection therewith, being responsible for the registration or qualification and the maintenance of such registration or qualification of Shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of the Indenture):Trust or any Fund as a dealer or broker shall be made or reimbursed by the Trust or that Fund, respectively;
(i) Assisting in the preparation and filing on a timely basis of or obtaining of the documents various reports, registration statements and instruments required for authentication of the Notespost-effective amendments thereto, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4);
(iii) the notification of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9);
(v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agentsby federal, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance state and other instrumentsapplicable laws and regulations, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary than those filed or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis withby the Funds' adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(j) Performing certain compliance procedures for the Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust's Board of Trustees;
(k) Providing accounting and summaries thereof bookkeeping services (including the maintenance for the periods prescribed by Rule 31a-2 under the 1940 Act of such accounts, books and records of the Trust as may be required by Section 31(a) of the 1940 Act and the rules thereunder). BACAP Distributors further agrees that all such records which it maintains for the Trust are the property of the Trust and regulations prescribed byfurther agrees to surrender promptly to the Trust any of such records upon the Trust's request;
(l) Valuing each Fund's assets and calculating the net asset value and the net income of the shares of each Fund in accordance with the Trust's current prospectus(es), applicable pricing procedures and resolutions of the Trust's Board of Trustees, provided, that in performing such services, BACAP Distributors shall obtain security market quotes from independent pricing services, or if such quotes are unavailable, obtain such prices from the Funds' adviser or sub-advisers;
(m) Accumulating information for reports to the Trust's shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(n) Preparing and filing on a timely basis the Trust's tax returns and other tax filings;
(o) Monitoring the development and implementation of certain compliance procedures for the Trust including, but not limited to, monitoring (i) each Fund's status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and based upon information provided by the Fund's adviser or sub-advisers, the Commission 90% gross income and any asset diversification tests derived from such Sub-Chapter; and (ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable state agencies laws and regulations;
(p) Preparing and furnishing to the transmission Trust monthly broker security transaction summaries and monthly security transaction listings and (at the Trust's request) performance information (including yield and total return information) calculated in accordance with applicable U.S. securities laws and reporting to external databases such information as may reasonably be requested;
(q) Assisting the Trust and its agents in their accumulation and preparation of such summaries, as necessarymaterials for the Board of Trustees' meetings and for regulatory examinations and inspections of the Trust, to the Noteholders (Section 7.4)extent such materials relate to the services being performed for the Trust by BACAP Distributors;
(xxvr) Coordinate the obtaining provisions of an Officer's Certificateservices to the Trust by other service providers to the Trust, Opinion of Counsel including the transfer agent, sub-transfer agent and Independent Certificates, if necessary, for the release custodian; and
(s) Generally assisting in all aspects of the Owner Trust Estate as defined Trust's operations. In performing all services under this Agreement, BACAP Distributors shall (i) act in conformity with the Indenture (Sections 8.4 and 8.5);
(xxvi) Trust's Declaration of Trust, the preparation of Issuer Orders and Issuer Requests 1940 Act and the obtaining of Opinions of Counsel rules thereunder, and other applicable laws and regulations, as the same may be amended from time to time, and the Trust's Registration Statement, as such Registration Statement may be amended from time to time; (ii) consult and coordinate with respect the Trust, as necessary and appropriate; and (iii) advise and report to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice Trust, as necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificatesor appropriate, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer compliance matters that come to the Indenture Trustee to take any action its attention. In connection with its duties under the Indenture (Section 11.1(a));
(xxx) the preparation this Paragraph 3, it is understood and delivery of Officer's Certificates agreed that BACAP Distributors may, at its own expense, enter into sub-administration agreements with other service providers and the obtaining of Independent CertificatesFund(s), if necessary, for provided that each such service provider agrees with BACAP Distributors and the release of property from the lien Fund(s) to comply with all relevant provisions of the Indenture (Section 11.1(b));
(xxxi) the preparation 1940 Act and delivery to the Noteholders applicable rules and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations thereunder.
Appears in 3 contracts
Samples: Administration Agreement (Nations Funds Trust), Administration Agreement (Nations Funds Trust), Administration Agreement (Nations Funds Trust)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, CMA, as Administrator, will assist in supervising various aspects of the Trust’s administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement:
(a) Duties Maintain office facilities for the Trust (which may be in the offices of CMA or a corporate affiliate);
(b) Furnish clerical services, internal executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Assist in furnishing statistical and research data and data processing services in connection with the foregoing;
(d) Furnish corporate secretarial services, including assisting in the coordination of the preparation and distribution of materials for Board of Trustees meetings;
(e) Provide the services by certain persons who may be appointed as officers of the Trust by the Trust’s Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the Indenture (references are strategic response to sections such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Indenture):Trust, and working closely with outside counsel to the Trust in connection with any litigation in which the Trust is involved;
(g) Prepare and file timely the certified final versions of the annual and semi-annual report on Form N-CSR;
(h) Coordinate the preparation and filing of the Funds’ voting records on Form N-PX;
(i) File holdings reports on Form N-Q as required at the end of the first and third fiscal quarters of each year;
(j) Assist in coordinating the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same reports to the Indenture Trustee (Sections 2.2 Trust’s shareholders of record and 2.3)the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(iik) Coordinate with the duty to cause Trust regarding the Note Register to jurisdictions in which the Shares shall be kept registered or qualified for sale and, in connection therewith, be responsible for the registration or qualification and to give the Indenture Trustee notice maintenance of such registration or qualification of Shares for sale under the securities laws of any appointment state. Payment of a new Note Registrar share registration fees and any fees for qualifying or continuing the location, or change in location, qualification of the Note Register and Trust or any Fund as a dealer or broker shall be made or reimbursed by the office Trust or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)that Fund, respectively;
(iiil) Assist in the notification preparation and filing on a timely basis of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparationvarious reports, obtaining or filing of the instrumentsregistration statements and post-effective amendments thereto, opinions and certificates and other documents required by federal, state and other applicable laws and regulations, other than those filed or required to be filed by the Funds’ adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(m) Administer the implementation and required distribution of the Trust’s privacy policy as required under Regulation S-P;
(n) Implement and maintain a disaster recovery program for the release Trust’s records, and a business continuity plan;
(o) Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of collateral Trustees in accordance with Rule 38a-1 under the 0000 Xxx) as reasonably requested;
(p) Perform certain compliance procedures for the Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust’s Board of Trustees;
(q) Assist the Trust with its obligations under Section 2.9)302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by the Administrator or its affiliates on behalf of the Trust so that it may be included in financial information certified by Trust officers on Form N-CSR and Form N-Q;
(r) Accumulate information for reports to the Trust’s shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(s) Prepare and file on a timely basis the Trust’s tax returns, including foreign, federal, state, local and excise tax returns, as applicable, and any other tax filings, and issue all tax-related information to shareholders, including IRS Form-1099 and other applicable tax forms;
(t) Prepare and file any claims in connection with class actions involving portfolio securities, handle administrative matters in connection with the litigation or settlement of such claims, and prepare a report to the Board regarding such matters;
(u) Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Rules 17g-1 and 17d-1 under the 1940 Act at the expense of the Trust and Funds and ensure that such fidelity bonds and any related notices are filed with the SEC as required under the 1940 Act, to the extent such bonds and policies are approved by the Board;
(v) Monitor the preparation development and implementation of Definitive Notes certain compliance procedures for the Trust including, but not limited to, monitoring: (i) each Fund’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and arranging based upon information provided by the delivery thereof Fund’s adviser or sub-advisers, the 90% gross income and asset diversification tests derived from such Sub-Chapter; and (Section 2.12)ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable laws and regulations;
(viw) the duty to cause newly appointed Paying Agents, if any, to deliver Prepare and furnish to the Indenture Trustee Trust monthly broker security transaction summaries and monthly security transaction listings and (at the instrument specified Trust’s request) performance information (including yield and total return information) calculated in the Indenture regarding funds held in trust (Section 2.14);
(vii) accordance with applicable U.S. securities laws and reporting to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by external databases such Paying Agents (Section 3.3)information as may reasonably be requested;
(x) Assist the obtaining Trust and preservation its agents in their accumulation and preparation of materials for the Board of Trustees’ meetings and for regulatory examinations and inspections of the Issuer's qualification Trust, to do business in each jurisdiction in which the extent such qualification is or shall be necessary materials relate to protect the validity and enforceability of services being performed for the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4)by CMA;
(xiy) Coordinate the preparation provisions of services to the Trust by other service providers to the Trust, including the transfer agent, sub-transfer agent and custodian; and
(z) Generally assist in all supplementsaspects of the Trust’s operations. In performing all services under this Agreement, amendmentsCMA shall: (i) act in conformity with the Trust’s Declaration of Trust, financing statementsthe 1940 Act and the rules thereunder, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date applicable laws and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indentureregulations, as the same may be amended from time to the Owner Trust Estatetime, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the IndentureTrust’s Registration Statement, as such Registration Statement may be amended from time to compliance time; (ii) consult and coordinate with the Indenture Trust, as necessary and appropriate; and (Sections 3.6 iii) advise and 3.9);
(xiii) the identification report to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement andTrust, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and stateappropriate, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer compliance matters that come to the Indenture Trustee to take any action its attention. In connection with its duties under the Indenture (Section 11.1(a));
(xxx) the preparation this Paragraph 3, it is understood and delivery of Officer's Certificates agreed that CMA may, at its own expense, enter into sub-administration agreements with other service providers and the obtaining of Independent CertificatesFund(s), if necessary, for provided that each such service provider agrees with CMA and the release of property from the lien Fund(s) to comply with all relevant provisions of the Indenture (Section 11.1(b));
(xxxi) the preparation 1940 Act and delivery to the Noteholders applicable rules and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations thereunder.
Appears in 3 contracts
Samples: Administration Agreement (Columbia Funds Series Trust), Administration Agreement (Banc of America Funds Trust), Administration Agreement (Columbia Funds Series Trust)
Duties as Administrator. UBS PaineWebber will assist in administering the Fund's affairs subject to the supervision of the Fund's board of directors and the following understandings:
(a) Duties with Respect UBS PaineWebber will supervise all aspects of the Fund's operation except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Basic Documents. The Administrator agrees board of directors of the Fund of its responsibility for and control of the conduct of the Fund's affairs;
(b) In all matters relating to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of this Contract, UBS PaineWebber will act in conformity with the Issuer and shall advise the Issuer Articles of Incorporation, By-Laws and the Owner Trustee when action is necessary Prospectus and Statement of Additional Information of the Fund and with the instructions and directions of the Fund's board of directors and will conform to and comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty requirements of the Issuer 1940 Act and all other applicable Federal or the Owner Trustee to prepare, file state laws or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3)regulations;
(iic) UBS PaineWebber will provide the duty to cause Fund with such administrative and clerical services as are deemed necessary or advisable by the Note Register to be kept and to give Fund's board of directors, including the Indenture Trustee notice maintenance of any appointment of a new Note Registrar and the location, or change in location, certain of the Note Register Fund's corporate books and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)records;
(iiid) UBS PaineWebber will arrange, but not pay for, the notification periodic updating of Noteholders prospectuses, statements of additional information and supplements thereto, proxy materials, tax returns and reports to the final principal payment on their Notes (subsection 2.7(h))Fund's shareholders and the SEC;
(ive) UBS PaineWebber will provide the preparationFund with, obtaining or filing of the instrumentsobtain for it, opinions adequate office space and certificates all necessary office equipment and other documents required for the release of collateral (Section 2.9)services, including telephone service, heat, utilities, stationery supplies and similar items;
(vf) UBS PaineWebber will provide the preparation board of Definitive Notes directors of the Fund on a regular basis with economic and arranging investment analyses and reports and make available to the delivery thereof (Section 2.12)board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS PaineWebber;
(vig) the duty UBS PaineWebber will hold itself available to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained receive orders for the purpose purchase of determining LIBOR (Section 2.16);
(viii) the maintenance of an office shares and will accept or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by reject such Paying Agents (Section 3.3);
(x) the obtaining and preservation orders on behalf of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, Fund in accordance with Section 3.5 the Prospectus, and will transmit such orders as are so accepted to the Fund's transfer agent as promptly as practicable; provided, however, that UBS PaineWebber is not obligated to sell any certain number of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6)shares; and
(xxxiih) UBS PaineWebber will make itself available to receive requests for redemption from holders of shares and will transmit such redemption requests to the recording transfer agent of the Indenture, if applicable (Section 11.15)Fund as promptly as practicable.
Appears in 1 contract
Samples: Investment Advisory and Administration Contract (Ubs Painewebber Cashfund Inc)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, TSSG, as Administrator, will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services:
(a) Duties with Respect to Maintaining office facilities (which may be in the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance offices of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture TSSG or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3a corporate affiliate);
(iib) the duty to cause the Note Register to be kept Furnishing statistical and to give the Indenture Trustee notice of any appointment of a new Note Registrar research data, data processing services, clerical services, and the locationinternal legal, or change executive and administrative services and stationery and office supplies in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)connection with its services hereunder;
(iiic) the notification Furnishing corporate secretarial services including preparation and distribution of Noteholders materials for Board of the final principal payment on their Notes (subsection 2.7(h))Trustees meetings;
(ivd) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9);
(v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified Assisting in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required Post-Effective Amendments to confirm more fully the authority Trust's Registration Statement, Notices of any co-trustee Annual or separate trustee Special Meetings of Shareholders and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10)Proxy materials relating to such Meetings;
(xxiiie) Assisting in the furnishing determination of the Indenture Trustee with jurisdictions in which the names Trust's shares will be registered or qualified for sale and, in connection therewith, shall be responsible for the initial registration or qualification and addresses the maintenance of Noteholders during such registration or qualification of such shares fo r sale under the securities laws of any period when state. Payment of share registration fees and any fees for qualifying or continuing the Indenture Trustee is not qualification of the Note Registrar (Section 7.1)Fund as a dealer or broker shall be made by the Fund;
(xxivf) Providing the preparation and, after execution services of certain persons who may be appointed as officers of the Trust by the IssuerTrust's Board of Trustees;
(g) Providing legal advice and counsel to the Trust with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the filing with Trust and assisting in the Commission strategic response to such developments, counseling and any applicable state agencies and assisting the Indenture Trustee Trust in routine regulatory examinations or investigations of documents required to be filed on a periodic basis withthe Trust, and summaries thereof working closely with outside counsel to the Trust in response to any litigation or non-routine regulatory matters;
(h) Accounting and bookkeeping services (including the maintenance of such accounts, books and records of the Trust as may be required by rules and regulations prescribed by, Section 31(a) of the Commission and any applicable state agencies 1940 Act and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4rules thereunder);
(xxvi) Internal auditing services;
(j) Valuing the obtaining of an OfficerTrust's Certificate, Opinion of Counsel assets and Independent Certificates, if necessary, for calculating the release net asset value of the Owner Trust Estate shares of the Fund at the close of regular trading on the New York Stock Exchange on each business day (as defined set forth in the Indenture (Sections 8.4 and 8.5Trust's Prospectus);
(xxvik) Accumulating information for and, subject to approval by the preparation Trust's Treasurer, preparing reports to the Trust's shareholders of Issuer Orders and Issuer Requests record and the obtaining of Opinions of Counsel with respect SEC including, but not necessarily limited to, Annual and Semi-Annual Reports, Semi-Annual Reports on Form N-SAR and Notices pursuant to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2)Rule 24f-2;
(xxviil) Reviewing and providing advice and counsel on all sales and advertising materials prepared on behalf of the execution of new Notes conforming to any supplemental indenture (Section 9.5)Trust;
(xxviiim) providing Preparing and filing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2)Trust's tax returns;
(xxixn) Assisting the preparation of all OfficerAdviser, at the Adviser's Certificatesrequest, Opinions of Counsel in monitoring and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, developing compliance procedures for the release of property from Trust which will include, among other matters, procedures to assist the lien of Adviser in monitoring compliance with the Indenture (Section 11.1(b));
(xxxi) the preparation Fund's investment objective, policies, restrictions, tax matters and delivery to the Noteholders ap plicable laws and the Indenture Trustee of any agreements with respect to alternate payment regulations and notice provisions (Section 11.6)performing certain monthly compliance tests; and
(xxxiio) Preparing and furnishing the recording Trust (at the Trust's request) with performance information (including yield and total return information) calculated in accordance with applicable U.S. securities laws and reporting to external databases such information as may reasonably be requested. In performing its duties as Administrator of the IndentureTrust, if TSSG will act in accordance with the Declaration of Trust, By-Laws, Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable (Section 11.15)federal or state laws and regulations.
Appears in 1 contract
Samples: Administration Agreement (Tomorrow Funds Retirement Trust)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, CMA, as Administrator, will assist in supervising various aspects of the Trust’s administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement:
(a) Duties Maintain office facilities for the Trust (which may be in the offices of CMA or a corporate affiliate);
(b) Furnish clerical services, internal executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Assist in furnishing statistical and research data and data processing services in connection with the foregoing;
(d) Furnish corporate secretarial services, including assisting in the coordination of the preparation and distribution of materials for Board of Trustees meetings;
(e) Provide the services by certain persons who may be appointed as officers of the Trust by the Trust’s Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the Indenture (references are strategic response to sections such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Indenture):Trust, and working closely with outside counsel to the Trust in connection with any litigation in which the Trust is involved;
(g) Prepare and file timely the certified final versions of the annual and semi-annual report on Form N-CSR;
(h) Coordinate the preparation and filing of the Funds’ voting records on Form N-PX;
(i) File holdings reports on Form N-Q as required at the end of the first and third fiscal quarters of each year;
(j) Assist in coordinating the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same reports to the Indenture Trustee (Sections 2.2 Trust’s shareholders of record and 2.3)the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(iik) Coordinate with the duty to cause Trust regarding the Note Register to jurisdictions in which the Shares shall be kept registered or qualified for sale and, in connection therewith, be responsible for the registration or qualification and to give the Indenture Trustee notice maintenance of such registration or qualification of Shares for sale under the securities laws of any appointment state. Payment of a new Note Registrar share registration fees and any fees for qualifying or continuing the location, or change in location, qualification of the Note Register and Trust or any Fund as a dealer or broker shall be made or reimbursed by the office Trust or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)that Fund, respectively;
(iiil) Assist in the notification preparation and filing on a timely basis of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparationvarious reports, obtaining or filing of the instrumentsregistration statements and post-effective amendments thereto, opinions and certificates and other documents required by federal, state and other applicable laws and regulations, other than those filed or required to be filed by the Funds’ adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(m) Administer the implementation and required distribution of the Trust’s privacy policy as required under Regulation S-P;
(n) Implement and maintain a disaster recovery program for the release Trust’s records, and a business continuity plan;
(o) Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of collateral Trustees in accordance with Rule 38a-1 under the 0000 Xxx) as reasonably requested;
(p) Perform certain compliance procedures for the Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust’s Board of Trustees;
(q) Assist the Trust with its obligations under Section 2.9)302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by the Administrator or its affiliates on behalf of the Trust so that it may be included in financial information certified by Trust officers on Form N-CSR and Form N-Q;
(r) Accumulate information for reports to the Trust’s shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(s) Prepare and file on a timely basis the Trust’s tax returns, including foreign, federal, state, local and excise tax returns, as applicable, and any other tax filings, and issue all tax-related information to shareholders, including IRS Form-1099 and other applicable tax forms;
(t) Prepare and file any claims in connection with class actions involving portfolio securities, handle administrative matters in connection with the litigation or settlement of such claims, and prepare a report to the Board regarding such matters;
(u) Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Rules 17g-1 and 17d-1 under the 1940 Act at the expense of the Trust and Funds and ensure that such fidelity bonds and any related notices are filed with the SEC as required under the 1940 Act, to the extent such bonds and policies are approved by the Board;
(v) Monitor the preparation development and implementation of Definitive Notes certain compliance procedures for the Trust including, but not limited to, monitoring: (i) each Fund’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and arranging based upon information provided by the delivery thereof Fund’s adviser or sub-advisers, the 90% gross income and asset diversification tests derived from such Sub-Chapter; and (Section 2.12)ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable laws and regulations;
(viw) the duty to cause newly appointed Paying Agents, if any, to deliver Prepare and furnish to the Indenture Trustee Trust monthly broker security transaction summaries and monthly security transaction listings and (at the instrument specified Trust’s request) performance information (including yield and total return information) calculated in the Indenture regarding funds held in trust (Section 2.14);
(vii) accordance with applicable U.S. securities laws and reporting to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by external databases such Paying Agents (Section 3.3)information as may reasonably be requested;
(x) Assist the obtaining Trust and preservation its agents in their accumulation and preparation of materials for the Board of Trustees’ meetings and for regulatory examinations and inspections of the Issuer's qualification Trust, to do business in each jurisdiction in which the extent such qualification is or shall be necessary materials relate to protect the validity and enforceability of services being performed for the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4)by CMA;
(xiy) Coordinate the preparation provisions of services to the Trust by other service providers to the Trust, including the transfer agent, sub-transfer agent and custodian; and
(z) Generally assist in all supplementsaspects of the Trust’s operations. In performing all services under this Agreement, amendmentsCMA shall: (i) act in conformity with the Trust’s Amended and Restated Declaration of Trust, financing statementsthe 1940 Act and the rules thereunder, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date applicable laws and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indentureregulations, as the same may be amended from time to the Owner Trust Estatetime, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the IndentureTrust’s Registration Statement, as such Registration Statement may be amended from time to compliance time; (ii) consult and coordinate with the Indenture Trust, as necessary and appropriate; and (Sections 3.6 iii) advise and 3.9);
(xiii) the identification report to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement andTrust, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and stateappropriate, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer compliance matters that come to the Indenture Trustee to take any action its attention. In connection with its duties under the Indenture (Section 11.1(a));
(xxx) the preparation this Paragraph 3, it is understood and delivery of Officer's Certificates agreed that CMA may, at its own expense, enter into sub-administration agreements with other service providers and the obtaining of Independent CertificatesFund(s), if necessary, for provided that each such service provider agrees with CMA and the release of property from the lien Fund(s) to comply with all relevant provisions of the Indenture (Section 11.1(b));
(xxxi) the preparation 1940 Act and delivery to the Noteholders applicable rules and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations thereunder.
Appears in 1 contract
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, CMA, as Administrator, will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement:
(a) Duties Maintain office facilities for the Trust (which may be in the offices of CMA or a corporate affiliate);
(b) Furnish clerical services, internal executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Assist in furnishing statistical and research data and data processing services in connection with the foregoing;
(d) Furnish corporate secretarial services, including assisting in the coordination of the preparation and distribution of materials for Board of Trustees meetings;
(e) Provide the services by certain persons who may be appointed as officers of the Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the Indenture (references are strategic response to sections such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Indenture):Trust, and working closely with outside counsel to the Trust in connection with any litigation in which the Trust is involved;
(g) Prepare and file timely the certified final versions of the annual and semi-annual report on Form N-CSR;
(h) Coordinate the preparation and filing of the Funds' voting records on Form N-PX;
(i) File holdings reports on Form N-Q as required at the end of the first and third fiscal quarters of each year;
(j) Assist in coordinating the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same reports to the Indenture Trustee (Sections 2.2 Trust's shareholders of record and 2.3)the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(iik) Coordinate with the duty to cause Trust regarding the Note Register to jurisdictions in which the Shares shall be kept registered or qualified for sale and, in connection therewith, be responsible for the registration or qualification and to give the Indenture Trustee notice maintenance of such registration or qualification of Shares for sale under the securities laws of any appointment state. Payment of a new Note Registrar share registration fees and any fees for qualifying or continuing the location, or change in location, qualification of the Note Register and Trust or any Fund as a dealer or broker shall be made or reimbursed by the office Trust or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)that Fund, respectively;
(iiil) Assist in the notification preparation and filing on a timely basis of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparationvarious reports, obtaining or filing of the instrumentsregistration statements and post-effective amendments thereto, opinions and certificates and other documents required by federal, state and other applicable laws and regulations, other than those filed or required to be filed by the Funds' adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(m) Administer the implementation and required distribution of the Trust's privacy policy as required under Regulation S-P;
(n) Implement and maintain a disaster recovery program for the release Trust's records, and a business continuity plan;
(o) Assist the Trust's Chief Compliance Officer with issues regarding the Trust's compliance program (as approved by the Board of collateral Trustees in accordance with Rule 38a-1 under the 1940 Act) as reasonably requested;
(p) Perform certain compliance procedures for the Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust's Board of Trustees;
(q) Assist the Trust with its obligations under Section 2.9)302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30x-0 xxxxx xxx 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by the Administrator or its affiliates on behalf of the Trust so that it may be included in financial information certified by Trust officers on Form N-CSR and Form N-Q;
(r) Accumulate information for reports to the Trust's shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(s) Prepare and file on a timely basis the Trust's tax returns, including foreign, federal, state, local and excise tax returns, as applicable, and any other tax filings, and issue all tax-related information to shareholders, including IRS Form-1099 and other applicable tax forms;
(t) Prepare and file any claims in connection with class actions involving portfolio securities, handle administrative matters in connection with the litigation or settlement of such claims, and prepare a report to the Board regarding such matters;
(u) Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Rules 17g-1 and 17d-1 under the 1940 Act at the expense of the Trust and Funds and ensure that such fidelity bonds and any related notices are filed with the SEC as required under the 1940 Act, to the extent such bonds and policies are approved by the Board;
(v) Monitor the preparation development and implementation of Definitive Notes certain compliance procedures for the Trust including, but not limited to, monitoring: (i) each Fund's status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and arranging based upon information provided by the delivery thereof Fund's adviser or sub-advisers, the 90% gross income and asset diversification tests derived from such Sub-Chapter; and (Section 2.12)ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable laws and regulations;
(viw) the duty to cause newly appointed Paying Agents, if any, to deliver Prepare and furnish to the Indenture Trustee Trust monthly broker security transaction summaries and monthly security transaction listings and (at the instrument specified Trust's request) performance information (including yield and total return information) calculated in the Indenture regarding funds held in trust (Section 2.14);
(vii) accordance with applicable U.S. securities laws and reporting to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by external databases such Paying Agents (Section 3.3)information as may reasonably be requested;
(x) Assist the obtaining Trust and preservation its agents in their accumulation and preparation of materials for the Board of Trustees' meetings and for regulatory examinations and inspections of the Issuer's qualification Trust, to do business in each jurisdiction in which the extent such qualification is or shall be necessary materials relate to protect the validity and enforceability of services being performed for the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4)by CMA;
(xiy) Coordinate the preparation provisions of services to the Trust by other service providers to the Trust, including the transfer agent, sub-transfer agent and custodian; and
(z) Generally assist in all supplementsaspects of the Trust's operations. In performing all services under this Agreement, amendmentsCMA shall: (i) act in conformity with the Trust's Declaration of Trust, financing statementsthe 1940 Act and the rules thereunder, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date applicable laws and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indentureregulations, as the same may be amended from time to the Owner Trust Estatetime, and the annual delivery of the OfficerTrust's Certificate and certain other statements, in accordance with Section 3.9 of the IndentureRegistration Statement, as such Registration Statement may be amended from time to compliance time; (ii) consult and coordinate with the Indenture Trust, as necessary and appropriate; and (Sections 3.6 iii) advise and 3.9);
(xiii) the identification report to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement andTrust, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and stateappropriate, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer compliance matters that come to the Indenture Trustee to take any action its attention. In connection with its duties under the Indenture (Section 11.1(a));
(xxx) the preparation this Paragraph 3, it is understood and delivery of Officer's Certificates agreed that CMA may, at its own expense, enter into sub-administration agreements with other service providers and the obtaining of Independent CertificatesFund(s), if necessary, for provided that each such service provider agrees with CMA and the release of property from the lien Fund(s) to comply with all relevant provisions of the Indenture (Section 11.1(b));
(xxxi) the preparation 1940 Act and delivery to the Noteholders applicable rules and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations thereunder.
Appears in 1 contract
Samples: Administration Agreement (Banc of America Funds Trust)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees (the "Board") of the Trust, as the Administrator will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services:
(a) Duties with Respect Maintaining such office facilities as necessary to provide the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor services hereafter set forth (which may be in the performance offices of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture Administrator or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3a corporate affiliate);
(iib) the duty to cause the Note Register to be kept Furnishing non-investment related statistical and to give the Indenture Trustee notice of any appointment of a new Note Registrar research data, data processing services, clerical services, executive and the locationadministrative services, or change and stationery and office supplies in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)connection with its services hereunder;
(iiic) the notification Furnishing corporate secretarial services including preparation and distribution of Noteholders of the final principal payment on their Notes (subsection 2.7(h))materials for Board meetings;
(ivd) Assisting in the preparation, obtaining or filing preparation of the instrumentsTrust's Registration Statement and any Pre-Effective and Post-Effective Amendments to the Trust's Registration Statement, opinions Notices of Annual or Special Meetings of Shareholders and certificates and other documents required for the release of collateral (Section 2.9)Proxy materials relating to such meetings;
(ve) Assisting in the preparation determination of Definitive Notes the jurisdictions in which the Trust's shares will be registered or qualified for sale and, in connection therewith, shall be responsible for the initial registration or qualification and arranging the delivery thereof (Section 2.12)maintenance of such registration or qualification of such shares for sale under the securities laws of each state in which it is determined shares should be registered or qualified. Payment of share registration fees shall be made by the Funds;
(vif) Providing the duty to cause newly services of certain persons who may be appointed Paying Agents, if any, to deliver to as officers of the Indenture Trustee Trust by the instrument specified in the Indenture regarding funds held in trust (Section 2.14)Trust's Board;
(viig) Assisting the Trust in routine regulatory examinations of the Trust, and working closely with outside counsel to select Reference Banksthe Trust in response to any litigation, if necessary, investigations or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16)regulatory matters;
(viiih) Accounting and bookkeeping services (including the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining accounts, books and preservation records of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, Section 31(a) of the Commission and any applicable state agencies 1940 Act and the transmission of such summariesrules thereunder, as necessary, transmitting to the Noteholders (Section 7.4Custodian instructions received from the Adviser for the purchase and sale of Trust assets and ensuring proper settlement related thereto);
(xxvi) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5)Internal auditing services;
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15).
Appears in 1 contract
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, HA, as administrator for the Fund, will assist in supervising various aspects of the Trust's administrative operations in relation to the Fund and undertakes to perform the following specific services:
(a) Duties with Respect Maintaining such office facilities as necessary to provide the services hereafter set forth (which may be in the offices of HA or a corporate affiliate);
(b) Furnishing to the Basic Documents. The Administrator agrees Fund non-investment related statistical and research data, data processing services, clerical services, executive and administrative services, and stationery and office supplies in connection with its services hereunder;
(c) Furnishing to perform all its duties the Fund corporate secretarial services including preparation and distribution of materials for Board of Trustees meetings as Administrator hereunder. The Administrator shall monitor they relate to the performance Fund;
(d) Assisting in the preparation of the Issuer Registration Statement and shall advise any Pre-Effective and Post-Effective Amendments to the Issuer Registration Statement as related to the Fund, notices of annual or special meetings of shareholders of the Fund and proxy materials relating to such meetings;
(e) Assisting in the Owner Trustee when action is necessary preparation of periodic reports to comply with shareholders to the Issuer's duties under Fund and regulatory filings of the Indenture Fund;
(f) Assisting in the determination of the jurisdictions in which the shares of the Fund will be registered or with qualified for sale;
(g) Providing the Owner Trustee's duties under services of persons employed by HA or its affiliates who may be appointed as officers of the Trust Agreement. The Administrator shall prepare for execution by the Issuer or Trust's Board of Trustees;
(h) Assisting the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty Trust in routine regulatory examinations of the Issuer or the Owner Trustee to prepareFund, file or deliver pursuant and working closely with outside counsel to the Basic Documents Trust in response to any litigation, investigations or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect regulatory matters relating to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):Fund; and
(i) Assisting in the preparation of or obtaining the financial statements of the documents Fund and instruments required for authentication in coordinating the annual audit of such financial statements by the independent auditors of the Notes, if any, and delivery Trust. In performing its duties as administrator of the same to the Indenture Trustee (Sections 2.2 and 2.3);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the locationFund, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4);
(iii) the notification of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9);
(v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, HA will act in accordance with Section 3.5 the Declaration of Trust, By-Laws, Prospectus [of the Indenture, necessary to protect Fund] and with the Owner Trust Estate (Section 3.5);
(xii) the obtaining instructions and directions of the Opinion Board of Counsel on Trustees of the Closing Date Trust and will conform to and comply with the requirements of the 1940 Act and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, rules thereunder and the annual delivery of the Officer's Certificate all other applicable federal or state laws and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations.
Appears in 1 contract
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, PFM, as Administrator, will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services:
(a) Duties with Respect to the Basic Documents. The Administrator agrees to perform all its duties Maintaining such office facilities as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with provide the Issuer's duties under services hereafter set forth (which may be in the Indenture offices of PFM or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3a corporate affiliate);
(iib) the duty to cause the Note Register to be kept Furnishing non-investment related statistical and to give the Indenture Trustee notice of any appointment of a new Note Registrar research data, data processing services, clerical services, executive and the locationadministrative services, or change and stationery and office supplies in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)connection with its services hereunder;
(iiic) the notification Furnishing corporate secretarial services including preparation and distribution of Noteholders materials for Board of the final principal payment on their Notes (subsection 2.7(h))Trustees meetings;
(ivd) Assisting in the preparation, obtaining or filing preparation of the instrumentsTrust's Registration Statement and any Pre-Effective and Post-Effective Amendments to the Trust's Registration statement, opinions Notices of Annual or Special Meetings of Shareholders and certificates and other documents required for the release of collateral (Section 2.9)Proxy materials relating to such Meetings;
(ve) Assisting in the preparation determination of Definitive Notes the jurisdictions in which the Trust's shares will be registered or qualified for sale and, in connection therewith, shall be responsible for the initial registration or qualification and arranging the delivery thereof (Section 2.12)maintenance of such registration or qualification of such shares for sale under the securities laws of each state in which it is determined shares should be registered or qualified. Payment of share registration fees shall be made by the Fund;
(vif) Providing the duty to cause newly services of certain persons who may be appointed Paying Agents, if any, to deliver to as officers of the Indenture Trustee Trust by the instrument specified in the Indenture regarding funds held in trust (Section 2.14)Trust's Board of Trustees;
(viig) Assisting the Trust in routine regulatory examinations of the Trust, and working closely with outside counsel to select Reference Banksthe Trust in response to any litigation, if necessary, investigations or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16)regulatory matters;
(viiih) Accounting and bookkeeping services (including the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining accounts, books and preservation records of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, Section 3 1(a) of the Commission and any applicable state agencies 1940 Act and the transmission of such summariesrules thereunder, as necessary, transmitting to the Noteholders (Section 7.4Custodian instructions received from the Adviser for the purchase and sale of Trust assets and ensuring proper settlement related thereto);
(xxvi) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5)Internal auditing services;
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15).
Appears in 1 contract
Samples: Administration Agreement (Cadre Institutional Investors Trust)
Duties as Administrator. (a) Duties with Respect to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4);
(iii) the notification of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9);
(v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Officers' Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements obligation under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default, any Master Trust Servicer Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Officers' Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Officers' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15).
Appears in 1 contract
Samples: Deposit and Administration Agreement (Chase Manhattan Bank Usa Chase Credit Card Owner Tr 1999-3)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, CMA, as Administrator, will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement:
(a) Duties Maintain office facilities for the Trust (which may be in the offices of CMA or a corporate affiliate);
(b) Furnish clerical services, internal executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Assist in furnishing statistical and research data and data processing services in connection with the foregoing;
(d) Furnish corporate secretarial services, including assisting in the coordination of the preparation and distribution of materials for Board of Trustees meetings;
(e) Provide the services by certain persons who may be appointed as officers of the Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the Indenture (references are strategic response to sections such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Indenture):Trust, and working closely with outside counsel to the Trust in connection with any litigation in which the Trust is involved;
(g) Prepare and file timely the certified final versions of the annual and semi-annual report on Form N-CSR;
(h) Coordinate the preparation and filing of the Funds' voting records on Form N-PX;
(i) File holdings reports on Form N-Q as required at the end of the first and third fiscal quarters of each year;
(j) Assist in coordinating the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same reports to the Indenture Trustee (Sections 2.2 Trust's shareholders of record and 2.3)the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(iik) Coordinate with the duty to cause Trust regarding the Note Register to jurisdictions in which the Shares shall be kept registered or qualified for sale and, in connection therewith, be responsible for the registration or qualification and to give the Indenture Trustee notice maintenance of such registration or qualification of Shares for sale under the securities laws of any appointment state. Payment of a new Note Registrar share registration fees and any fees for qualifying or continuing the location, or change in location, qualification of the Note Register and Trust or any Fund as a dealer or broker shall be made or reimbursed by the office Trust or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)that Fund, respectively;
(iiil) Assist in the notification preparation and filing on a timely basis of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparationvarious reports, obtaining or filing of the instrumentsregistration statements and post-effective amendments thereto, opinions and certificates and other documents required by federal, state and other applicable laws and regulations, other than those filed or required to be filed by the Funds' adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(m) Administer the implementation and required distribution of the Trust's privacy policy as required under Regulation S-P;
(n) Implement and maintain a disaster recovery program for the release Trust's records, and a business continuity plan;
(o) Assist the Trust's Chief Compliance Officer with issues regarding the Trust's compliance program (as approved by the Board of collateral Trustees in accordance with Rule 38a-1 under the 1940 Act) as reasonably requexxxx;
(p) Perform certain compliance procedures for the Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust's Board of Trustees;
(q) Assist the Trust with its obligations under Section 2.9)302 and 906 of the Sarbanes-Oxley Act of 2002 anx Xxxx 00x-0 xnder the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by the Administrator or its affiliates on behalf of the Trust so that it may be included in financial information certified by Trust officers on Form N-CSR and Form N-Q;
(r) Accumulate information for reports to the Trust's shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
(s) Prepare and file on a timely basis the Trust's tax returns, including foreign, federal, state, local and excise tax returns, as applicable, and any other tax filings, and issue all tax-related information to shareholders, including IRS Form-1099 and other applicable tax forms;
(t) Prepare and file any claims in connection with class actions involving portfolio securities, handle administrative matters in connection with the litigation or settlement of such claims, and prepare a report to the Board regarding such matters;
(u) Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Rules 17g-1 and 17d-1 under the 1940 Act at the expense of the Trust and Funds and ensure that such fidelity bonds and any related notices are filed with the SEC as required under the 1940 Act, to the extent such bonds and policies are approved by the Board;
(v) Monitor the preparation development and implementation of Definitive Notes certain compliance procedures for the Trust including, but not limited to, monitoring: (i) each Fund's status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and arranging based upon information provided by the delivery thereof Fund's adviser or sub-advisers, the 90% gross income and asset diversification tests derived from such Sub-Chapter; and (Section 2.12)ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable laws and regulations;
(viw) the duty to cause newly appointed Paying Agents, if any, to deliver Prepare and furnish to the Indenture Trustee Trust monthly broker security transaction summaries and monthly security transaction listings and (at the instrument specified Trust's request) performance information (including yield and total return information) calculated in the Indenture regarding funds held in trust (Section 2.14);
(vii) accordance with applicable U.S. securities laws and reporting to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by external databases such Paying Agents (Section 3.3)information as may reasonably be requested;
(x) Assist the obtaining Trust and preservation its agents in their accumulation and preparation of materials for the Board of Trustees' meetings and for regulatory examinations and inspections of the Issuer's qualification Trust, to do business in each jurisdiction in which the extent such qualification is or shall be necessary materials relate to protect the validity and enforceability of services being performed for the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4)by CMA;
(xiy) Coordinate the preparation provisions of services to the Trust by other service providers to the Trust, including the transfer agent, sub-transfer agent and custodian; and
(z) Generally assist in all supplementsaspects of the Trust's operations. In performing all services under this Agreement, amendmentsCMA shall: (i) act in conformity with the Trust's Declaration of Trust, financing statementsthe 1940 Act and the rules thereunder, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date applicable laws and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indentureregulations, as the same may be amended from time to the Owner Trust Estatetime, and the annual delivery of the OfficerTrust's Certificate and certain other statements, in accordance with Section 3.9 of the IndentureRegistration Statement, as such Registration Statement may be amended from time to compliance time; (ii) consult and coordinate with the Indenture Trust, as necessary and appropriate; and (Sections 3.6 iii) advise and 3.9);
(xiii) the identification report to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement andTrust, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and stateappropriate, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer compliance matters that come to the Indenture Trustee to take any action its attention. In connection with its duties under the Indenture (Section 11.1(a));
(xxx) the preparation this Paragraph 3, it is understood and delivery of Officer's Certificates agreed that CMA may, at its own expense, enter into sub-administration agreements with other service providers and the obtaining of Independent CertificatesFund(s), if necessary, for provided that each such service provider agrees with CMA and the release of property from the lien Fund(s) to comply with all relevant provisions of the Indenture (Section 11.1(b));
(xxxi) the preparation 1940 Act and delivery to the Noteholders applicable rules and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)regulations thereunder.
Appears in 1 contract
Samples: Administration Agreement (Columbia Funds Series Trust)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, FDISG, as Administrator, will use its best judgment in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services:
(a) Duties Maintaining office facilities (which may be in the offices of FDISG or a corporate affiliate);
(b) Furnishing statistical and research data, data processing services, clerical services, internal legal, executive and administrative services and stationery and office supplies in connection with Respect the foregoing;
(c) Furnishing corporate secretarial services including preparation and distribution of materials for Board of Trustees meetings;
(d) Assisting in the preparation of the Trust's Registration Statement and any Pre-Effective and Post-Effective Amendments to the Basic Documents. The Administrator agrees Trust's Registration Statement, Notices of Annual or Special Meetings of Shareholders and Proxy materials relating to perform all its duties as Administrator hereunder. The Administrator shall monitor such Meetings;
(e) Assisting in the performance determination of the Issuer and jurisdictions in which the Trust's shares will be registered or qualified for sale and, in connection therewith, shall advise be responsible for the Issuer initial registration or qualification and the Owner Trustee when action is necessary to comply with the Issuer's duties maintenance of such registration or qualification of such shares for sale under the Indenture securities laws of any state. Payment of share registration fees and any fees for qualifying or with continuing the Owner Trustee's duties under qualification of any Fund as a dealer or broker shall be made by that Fund;
(f) Providing the services of certain persons who may be appointed as officers of the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons Trust's Board of all such documents, reports, filings, instruments, certificates Trustees;
(g) Providing legal advice and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant counsel to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required Trust with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the following matters under this Agreement Trust and assisting in the strategic response to such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Trust, and working closely with outside counsel to the Trust in response to any litigation or non-routine regulatory matters;
(h) Accounting and bookkeeping services (including the maintenance of such accounts, books and records of the Trust as may be required by Section 31(a) of the 1940 Act and the Indenture (references rules thereunder and agrees that all records that it maintains for the Trust are to sections the property of the Indenture):Trust and further agrees to surrender promptly to the Trust any such records at the Trust's request);
(i) the preparation of or obtaining of the documents Internal auditing and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3)treasury services;
(iij) Valuing the duty to cause Trust's assets and calculating the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, net asset value of the Note Register and the office or offices where Notes may be surrendered for registration shares of transfer or exchange (Section 2.4)each Fund on each business day;
(iiik) Accumulating information for and, subject to approval by the notification Trust's Treasurer, preparing reports to the Trust's shareholders of Noteholders of record and the final principal payment SEC including, but not necessarily limited to, Annual and Semi-Annual Reports, Semi-Annual Reports on their Notes (subsection 2.7(h))Form N-SAR and Notices pursuant to Rule 24f-2;
(ivl) the preparation, obtaining or filing Reviewing and providing advice and counsel on all sales and advertising materials prepared on behalf of the instrumentsTrust;
(m) Preparing, opinions signing and certificates filing the Trust's tax returns;
(n) Assisting the Adviser and other documents required the Sub-Adviser, at their request, in monitoring and developing compliance procedures for the release Trust which will include, among other matters, procedures to assist them in monitoring compliance with each Fund's investment objective, policies, restrictions, tax matters and applicable laws and regulations and performing certain monthly compliance tests; and
(o) Preparing and furnishing the Trust (at the Trust's request) with performance information (including yield and total return information) calculated in accordance with applicable U.S. securities laws and reporting to external databases such information as may reasonably be requested. Without limiting the foregoing services, it is agreed that FDISG will perform the following accounting functions on an ongoing basis:
(a) Journalize each Fund's investment, capital share and income and expense activities;
(b) Maintain individual ledgers for investment securities;
(c) Maintain historical tax lots for each security;
(d) Maintain financial records in accordance with the 1940 Act and the Rules and Regulations thereunder;
(e) Reconcile on a daily basis cash and on a weekly basis investment balances c)f the Trust with the custodian:
(f) Post to and prepare each Fund's Statement of collateral Assets and Liabilities and Statement of Operations;
(Section 2.9)g) Calculate various contractual expenses (e.g., advisory and administration, transfer agency and custody fees):
(h) Monitor the expense accruals and notify Trust management of any proposed adjustments;
(i) Control all disbursements from the Trust and authorize such disbursements upon proper instructions;
(j) Calculate capital gains and losses;
(k) Determine each Fund's net income;
(l) Obtain security market quotes from independent pricing services approved by the Sub-Adviser and the Trust's Board of Trustees, or if such quotes are unavailable, then obtain such prices from the Sub-Adviser, and in either case calculate the market value of each Fund's investments;
(m) Transmit or mail a copy of the daily portfolio valuation to the Adviser and Sub-Adviser, if requested;
(n) Compute the net asset value of each Fund;
(o) Compute the Fund's yields, total return, expense ratios, portfolio turnover rate, and portfolio average dollar-weighted maturity;
(p) Mark securities to market based upon quotes furnished by the Xxx-Adviser, an independent pricing agent approved by the Trust's Board of Trustees or based upon values derived from yield data relating to classes of instruments obtained from reputable sources, provided that any pricing system based on yield data for selected instruments must be based upon market quotations for sufficient numbers and types of instruments to be a representative sample of each class of instrument held by each Fund, as applicable, both in terms of the types of instruments as well as the differing quality of instruments;
(q) Assist in monitoring compliance and assist in the development of compliance procedures for each Fund which will include, among other matters, monitoring compliance with each Fund's investment objectives, policies, restrictions, tax matters and applicable laws and regulations;
(r) As appropriate, transmit to the Custodian instructions received from the Adviser;
(s) Prepare semi-annual financial statements for each Fund, which will include but not be limited to, the following items (the form and content of such statements shall be in accordance with generally accepted accounting principles): Schedule of Investments Statement of Assets and Liabilities Statement of Operations Statement of Changes in Net Assets Cash Statement, if applicable;
(t) Prepare monthly broker security transactions summaries;
(u) Prepare monthly security transaction listings;
(v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12)Supply various Trust statistical date as reasonably requested on an ongoing basis;
(viw) the duty to cause newly appointed Paying Agents, if any, to deliver Keep all books and records with respect to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose Trust's books of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3)account;
(x) the obtaining and preservation Keep records of the IssuerTrust's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect securities transactions, portfolio valuations and securities positions; and
(y) Act as liaison with the validity Trust's independent public accountants and enforceability of the Indentureprovide account analyses, the Notesfiscal year summaries, the Collateral and each other instrument and agreement included audit related schedules. FDISG will take all reasonable action in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) to assure that the monitoring necessary information is made available to such accountants for the expression of the Issuer's obligations their opinions, as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules the Trust from time to time. In performing its duties as Administrator of the Trust, FDISG (a) will act in accordance with the Articles of Incorporation, By-Laws, Prospectus and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act and all other applicable federal or state laws and regulations prescribed by, and (b) will consult with legal counsel to the Commission and any applicable state agencies and the transmission of such summariesTrust, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel necessary and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15)appropriate.
Appears in 1 contract
Samples: Administration Agreement (Munder Framlington Funds Trust)
Duties as Administrator. (a) Duties with Respect to the Basic Documents. The Administrator agrees to perform all its duties as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities laws). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4);
(iii) the notification of Noteholders of the final principal payment on their Notes (subsection 2.7(h));
(iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9);
(v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee Trustee, the Class A Swap Counterparty and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee and the Class A Swap Counterparty of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders and the Class A Swap Counterparty of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15).
Appears in 1 contract
Samples: Deposit and Administration Agreement (Chase Credit Card Owner Trust 2001-4)
Duties as Administrator. UBS AM shall furnish, at its own expense, the executive, supervisory and clerical personnel necessary in order to administer the affairs of the Trust and each Fund subject to the supervision of the Trust’s Board of Trustees (“Board”). In carrying out the terms of this Contract, UBS AM shall:
(a) Duties with Respect to provide office space, equipment and facilities (which may include UBS AM’s or its affiliates) for maintaining the Basic Documents. The Administrator agrees to perform Trust’s organization, for meetings of the Trust’s Board and shareholders, and for performing administrative services hereunder;
(b) supervise and manage all its duties as Administrator hereunder. The Administrator shall aspects of the Funds’ operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board, including any third-party data providers engaged to assist in performing administrative services hereunder;
(c) provide certain internal clerical and legal services, and stationery and office supplies;
(d) provide accounting services, including:
1) determining and arranging for the publication of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare net asset value of each Fund;
2) preparing financial information for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant presentation to the Basic Documents or under applicable law Trust’s Board;
3) preparing and monitoring the Trust’s annual expense budget, and establishing daily accruals;
4) calculating contractual expenses and coordinating payment of Fund expenses;
5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the Trust’s transfer agent with respect to the payment of dividends and other distributions to shareholders;
6) providing calculations of total return (including tax and, if applicable, yield) information as described in the current prospectuses and securities laws). In furtherance statements of the foregoingadditional information;
7) coordinating audit packages for use by independent public accountants;
8) responding to regulatory audits;
(e) prepare and maintain disclosure controls and procedures with respect to, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture among other matters, internal controls over financial reporting, including, without limitation, obtaining such vendor/third-party service provider sub-certifications and other diligence as deemed required or appropriate in accordance with and pursuant to the Sxxxxxxx-Xxxxx Act of 2002, as amended;
(f) in conjunction with UBS Asset Management (US) Inc., registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and the Trust’s distributor (“UBS AM – US”), design, implement and oversee the Trust’s Anti-Money Laundering Program;
(g) in conjunction with UBS AM – US, design, implement and oversee the Trust’s program to deter market-timers and other transaction activity that may result in material dilution or other unfair results to existing shareholders;
(h) assist with liquidity management of the foregoing as are required with respect Funds, and, to the following matters extent approved by the Board, serve as administrator for the Trust’s Liquidity Risk Management Program (“LRMP”) under this Agreement SEC Rule 22e-4 and perform functions as provided in the Indenture (references are to sections of the Indenture):LRMP;
(i) provide non-investment related statistical and research data and such other reports, evaluations and information as the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same Funds may request from time to the Indenture Trustee (Sections 2.2 and 2.3)time;
(iij) monitor each Fund’s compliance with the duty to cause current registration statement, the Note Register to be kept 1940 Act, the Internal Revenue Code and to give the Indenture Trustee notice of any appointment of a new Note Registrar other applicable laws and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)regulations;
(iiik) prepare, to the notification extent requested by the Trust, and coordinate with Trust’s counsel, prospectuses, statements of Noteholders of the final principal payment on their Notes (subsection 2.7(h))additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders;
(ivl) arrange for the preparationprinting and mailing (at the Fund’s expense) of an annual list of shareholders, obtaining proxy statements and other reports or other materials provided to the Funds’ shareholders, to the extent required by applicable law or otherwise directed by the Board;
(m) supervise and facilitate the solicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings;
(n) support outside auditors in preparing and filing all the Funds’ federal and state tax returns and required tax filings;
(o) prepare, or supervise the preparation of, periodic reports to and filings with the Securities and Exchange Commission (the “SEC”) and state Blue Sky authorities with the advice of the instrumentsFunds’ counsel;
(p) maintain the Trust’s existence, opinions and certificates during such times as the shares of the Funds are publicly offered, maintain the registration and other documents required qualification of the Funds’ shares under federal and state law;
(q) coordinate the Trust’s board meeting schedule, initiate the agenda and coordinate production of board meeting materials;
(r) provide individuals acceptable to the Trustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the release management of collateral certain of the Trust’s affairs as determined by the Trustees;
(Section 2.9)s) keep and maintain the financial accounts and records of the Funds;
(t) analyze and propose changes to shareholder services designed to enhance the value or convenience of the Funds as an investment vehicle;
(u) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as such bonds and policies are approved by the Trust’s Board of Trustees;
(v) provide the preparation Board on a regular basis with reports and analyses of Definitive Notes and arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date Fund’s operations and the annual delivery operations of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6)comparable investment companies; and
(xxxiiw) take any other actions which appear to UBS AM and the recording Board necessary to carry into effect the purposes of this Contract. To the Indentureextent UBS AM engages a third-party data service to assist with the calculation of total return (and, if applicable (Section 11.15)applicable, yield) information as described in the current prospectus(es) and statement(s) of additional information, UBS AM shall supervise and oversee such third party and review the accuracy of such calculations.
Appears in 1 contract
Samples: Administration Contract (Ubs Funds)
Duties as Administrator. Xxxxxxx Advisors shall furnish, at its ----------------------- own expense, the executive, supervisory and clerical personnel necessary in order to administer the affairs of the Trust and each Fund subject to the supervision of the Trust's Board of Trustees ("Board"). In carrying out the terms of this Contract, Xxxxxxx Advisors shall:
(a) Duties with Respect to provide office space, equipment and facilities (which may be Xxxxxxx Advisors' or its affiliates') for maintaining the Basic Documents. The Administrator agrees to perform Trust's organization, for meetings of the Trust's Board and shareholders, and for performing administrative services hereunder;
(b) supervise and manage all its duties as Administrator hereunder. The Administrator shall aspects of the Funds' operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board;
(c) provide certain internal clerical and legal services, and stationery and office supplies;
(d) provide accounting services, including:
1) determining and arranging for the publication of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare net asset value of each Fund;
2) preparing financial information for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant presentation to the Basic Documents or under applicable law (including tax Trust's Board;
3) preparing and securities laws). In furtherance monitoring the Trust's annual expense budget, and establishing daily accruals;
4) calculating contractual expenses and coordinating payment of Fund expenses;
5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required Trust's transfer agent with respect to the following matters under this Agreement payment of dividends and other distributions to shareholders;
6) calculating total return (and, if applicable, yield) information as described in the Indenture current prospectuses and statement of additional information;
7) coordinating audit packages for use by independent public accountants;
8) responding to regulatory audits;
(references are e) provide non-investment related statistical and research data and such other reports, evaluations and information as the Funds may request from time to sections time;
(f) monitor each Fund's compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and other applicable laws and regulations;
(g) prepare, to the extent requested by the Trust, and coordinate with Trust's counsel, prospectuses, statements of additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders;
(h) arrange for the Indenture):printing and mailing (at the Funds' expense) of an annual list of shareholders, proxy statements and other reports or other materials provided to the Funds' shareholders;
(i) supervise and facilitate the preparation solicitation of or obtaining of proxies solicited by the documents and instruments required Trust for authentication of all shareholder meetings, including the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3)tabulation process for shareholder meetings;
(iij) support outside auditors in preparing and filing all the duty to cause the Note Register to be kept Funds' federal and to give the Indenture Trustee notice of any appointment of a new Note Registrar state tax returns and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)required tax filings;
(iiik) prepare periodic reports to and filings with the notification of Noteholders Securities and Exchange Commission (the "SEC") and state Blue Sky authorities with the advice of the final principal payment on their Notes (subsection 2.7(h))Funds' counsel;
(ivl) maintain the preparationTrust's existence, obtaining or filing and during such times as the shares of the instrumentsFunds are publicly offered, opinions maintain the registration and certificates qualification of the Funds' shares under federal and other documents required for the release of collateral (Section 2.9)state law;
(vm) coordinate the preparation Trust's board meeting schedule, initiate the agenda and coordinate production of Definitive Notes and arranging the delivery thereof (Section 2.12)board meeting materials;
(vin) the duty to cause newly appointed Paying Agents, if any, to deliver provide individuals acceptable to the Indenture Trustee Trustees for nomination, appointment, or election as officers of the instrument specified in Trust, who will be responsible for the Indenture regarding funds held in trust (Section 2.14)management of certain of the Trust's affairs as determined by the Trustees;
(viio) to select Reference Banks, if necessary, or other banks from which quotes are obtained for keep and maintain the purpose financial accounts and records of determining LIBOR (Section 2.16)the Funds;
(viiip) analyze and propose changes to shareholder services designed to enhance the maintenance value or convenience of the Funds as an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2)investment vehicle;
(ixq) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 the requirements of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date Rules 17g-1 and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15).17d-1
Appears in 1 contract
Duties as Administrator. UBS Global AM shall furnish, at its own expense, the executive, supervisory and clerical personnel necessary in order to administer the affairs of the Trust and each Fund subject to the supervision of the Trust's Board of Trustees ("Board"). In carrying out the terms of this Contract, UBS Global AM shall:
(a) Duties with Respect to provide office space, equipment and facilities (which may UBS Global AM's or its affiliates') for maintaining the Basic Documents. The Administrator agrees to perform Trust's organization, for meetings of the Trust's Board and shareholders, and for performing administrative services hereunder;
(b) supervise and manage all its duties as Administrator hereunder. The Administrator shall aspects of the Funds' operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board;
(c) provide certain internal clerical and legal services, and stationery and office supplies;
(d) provide accounting services, including:
1) determining and arranging for the publication of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare net asset value of each Fund;
2) preparing financial information for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant presentation to the Basic Documents or under applicable law (including tax Trust's Board;
3) preparing and securities laws). In furtherance monitoring the Trust's annual expense budget, and establishing daily accruals;
4) calculating contractual expenses and coordinating payment of Fund expenses;
5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required Trust's transfer agent with respect to the following matters under this Agreement payment of dividends and other distributions to shareholders;
6) calculating total return (and, if applicable, yield) information as described in the Indenture current prospectuses and statement of additional information;
7) coordinating audit packages for use by independent public accountants;
8) responding to regulatory audits;
(references are e) provide non-investment related statistical and research data and such other reports, evaluations and information as the Funds may request from time to sections time;
(f) monitor each Fund's compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and other applicable laws and regulations;
(g) prepare, to the extent requested by the Trust, and coordinate with Trust's counsel, prospectuses, statements of additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders;
(h) arrange for the Indenture):printing and mailing (at the Funds' expense) of an annual list of shareholders, proxy statements and other reports or other materials provided to the Funds' shareholders;
(i) supervise and facilitate the preparation solicitation of or obtaining of proxies solicited by the documents and instruments required Trust for authentication of all shareholder meetings, including the Notes, if any, and delivery of the same to the Indenture Trustee (Sections 2.2 and 2.3)tabulation process for shareholder meetings;
(iij) support outside auditors in preparing and filing all the duty to cause the Note Register to be kept Funds' federal and to give the Indenture Trustee notice of any appointment of a new Note Registrar state tax returns and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)required tax filings;
(iiik) prepare periodic reports to and filings with the notification of Noteholders Securities and Exchange Commission (the "SEC") and state Blue Sky authorities with the advice of the final principal payment on their Notes (subsection 2.7(h))Funds' counsel;
(ivl) maintain the preparationTrust's existence, obtaining or filing and during such times as the shares of the instrumentsFunds are publicly offered, opinions maintain the registration and certificates qualification of the Funds' shares under federal and other documents required for the release of collateral (Section 2.9)state law;
(vm) coordinate the preparation Trust's board meeting schedule, initiate the agenda and coordinate production of Definitive Notes and arranging the delivery thereof (Section 2.12)board meeting materials;
(vin) the duty to cause newly appointed Paying Agents, if any, to deliver provide individuals acceptable to the Indenture Trustee Trustees for nomination, appointment, or election as officers of the instrument specified in Trust, who will be responsible for the Indenture regarding funds held in trust (Section 2.14)management of certain of the Trust's affairs as determined by the Trustees;
(viio) to select Reference Banks, if necessary, or other banks from which quotes are obtained for keep and maintain the purpose financial accounts and records of determining LIBOR (Section 2.16)the Funds;
(viiip) analyze and propose changes to shareholder services designed to enhance the maintenance value or convenience of the Funds as an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2)investment vehicle;
(ixq) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 the requirements of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date Rules 17g-1 and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15).17d-1
Appears in 1 contract
Samples: Administration Contract (Ubs Funds)
Duties as Administrator. (a) Duties In carrying out the terms of this Agreement with Respect respect to the Basic Documents. The Administrator agrees to perform all its duties as Administrator administrator, Brinson Advisors shall do the following subject to the sxxxxxxxion of the Trustees:
1. provide the Fund with officers and other corporate, administrative and clerical personnel necessary to perform the Fund's operations;
2. provide office space, equipment and facilities (which may be Brinson Advisors' or its affiliates') for maintaining the Trust'x organization, for meetings of the Trustees and shareholders, and for performing administrative services hereunder;
3. The Administrator shall assist the Trust in obtaining the services of and contracting with custodians of the Fund's securities, transfer agents, dividend paying agents, pricing services and other service providers as are necessary to carry out the terms of this Agreement;
4. provide oversight of and manage all aspects of the Fund's operations (other than investment advisory activities), oversee relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Trustees;
5. provide certain internal clerical and legal services, and stationery and office supplies;
6. provide or oversee the provision of accounting services, including:
a) determining (with the assistance of the Issuer Fund's advisor and/or sub-advisor as necessary) and shall advise arranging for the Issuer and the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty publication of the Issuer or net asset value of the Owner Trustee to prepare, file or deliver pursuant Fund;
b) preparing financial information for presentation to the Basic Documents or under applicable law (including tax Trustees;
c) preparing and securities laws). In furtherance of monitoring the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if anyTrust's annual expense budget, and delivery establishing daily accruals;
d) coordinating payment of Fund expenses;
e) calculating periodic dividend rates to be declared in accordance with guidelines;
f) calculating total return information as described in the same to the Indenture Trustee current prospectus and statement of additional information (Sections 2.2 and 2.3"Registration Statement");
(iig) the duty responding to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)regulatory audits;
(iii) 7. provide non-investment related statistical and research data and such other reports, evaluations and information as the notification of Noteholders of the final principal payment on their Notes (subsection 2.7(h))Fund may request from time to time;
(iv) 8. monitor the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.9);
(v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining and preservation of the IssuerFund's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 current Registration Statement, the 1940 Act, the Internal Revenue Code and 3.9)other applicable laws and regulations;
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary9. prepare, to the Noteholders (Section 7.4)extent requested by the Fund and at the Fund's expense, registration statements, proxy statements and annual and semi-annual reports to shareholders;
(xxv) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, 10. arrange for the release printing and mailing (at the Fund's expense) of the Owner Trust Estate as defined in the Indenture (Sections 8.4 prospectuses, proxy statements and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect other reports or other materials provided to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2)Fund's shareholders;
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15).
Appears in 1 contract
Samples: Investment Advisory and Administration Agreement (Brinson Managed Investments Trust)
Duties as Administrator. Subject to the supervision and direction of the Board of Trustees of the Trust, CF, as Administrator, will assist in supervising various aspects of the Trust's administrative operations and undertakes to perform the following specific services:
(a) Duties with Respect to the Basic Documents. The Administrator agrees to perform all its duties Maintaining such office facilities as Administrator hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer and the Owner Trustee when action is necessary to comply with provide the Issuer's duties under services hereafter set forth (which may be in the Indenture offices of CF or with the Owner Trustee's duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents or under applicable law (including tax and securities lawsa corporate affiliate). In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under this Agreement and the Indenture (references are to sections of the Indenture):; 3
(ib) Furnishing non-investment related statistical and research data, data processing services, clerical services, executive and administrative services, and stationery and office supplies in connection with its services hereunder;
(c) Furnishing corporate secretarial services including preparation and distribution of materials for Board of Trustees meetings;
(d) Assisting in the preparation of or obtaining of the documents Trust's Registration Statement and instruments required for authentication of the Notes, if any, any Pre-Effective and delivery of the same Post-Effective Amendments to the Indenture Trustee (Sections 2.2 Trust's Registration statement, Notices of Annual or Special Meetings of Shareholders and 2.3)Proxy materials relating to such Meetings;
(iie) Assisting in the duty to cause determination of the Note Register to jurisdictions in which the Trust's shares will be kept and to give registered or qualified for sale and, in connection therewith, shall be responsible for the Indenture Trustee notice of any appointment of a new Note Registrar initial registration or qualification and the location, maintenance of such registration or change qualification of such shares for sale under the securities laws of each state in location, which it is determined shares should be registered or qualified. Payment of share registration fees shall be made by the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section 2.4)Fund;
(iiif) Providing the notification services of Noteholders certain persons who may be appointed as officers of the final principal payment on their Notes (subsection 2.7(h))Trust by the Trust's Board of Trustees;
(ivg) Assisting the preparation, obtaining or filing Trust in routine regulatory examinations of the instrumentsTrust, opinions and certificates and other documents required for working closely with outside counsel to the release of collateral (Section 2.9)Trust in response to any litigation, investigations or regulatory matters;
(vh) the preparation of Definitive Notes Accounting and arranging the delivery thereof bookkeeping services (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other banks from which quotes are obtained for the purpose of determining LIBOR (Section 2.16);
(viii) including the maintenance of an office or agency in the City of New York for registration of transfer or exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.3);
(x) the obtaining accounts, books and preservation records of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Owner Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Owner Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee and the Note Rating Agencies of a Master Trust Servicer Default pursuant to the Pooling and Servicing Agreement and, if such Master Trust Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (subsection 3.7(d));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its covenants and agreements under the Indenture (subsection 3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor of its obligations under this Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate if an Event of Default shall have occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state, local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, Section 31(a) of the Commission and any applicable state agencies 1940 Act and the transmission of such summariesrules thereunder, as necessary, transmitting to the Noteholders (Section 7.4Custodian instructions received from the Adviser for the purchase and sale of Trust assets and ensuring proper settlement related thereto);
(xxvi) the obtaining of an Officer's Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Owner Trust Estate as defined in the Indenture (Sections 8.4 and 8.5)Internal auditing services;
(xxvi) the preparation of Issuer Orders and Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of notice necessary to deliver the notification of Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable (Section 11.15).
Appears in 1 contract
Samples: Administration Agreement (Cadre Institutional Investors Trust)
