Administrative Services. (a) The Manager shall, subject to the direction and control of the Trust’s Board of Trustees, provide, or provide for, services required for the administration of the Trust and the Fund. The Trust and the Manager will determine the precise administrative services to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicing, and transfer agency services. (i) Services to be provided by the Manager will include the following: - maintain office facilities (which may be in the offices of the Manager or a corporate affiliate but shall be in such location as the Trust reasonably determines); - furnish statistical and research data, clerical services, and stationery and office supplies; - compile data for, prepare for execution by the Fund, and file all the Fund’s federal and state tax returns and required tax filings other than those required to be made by the Fund’s custodian or transfer agent; - prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; - prepare the Trust’s annual and semi-annual reports to shareholders and amendments to its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, and file timely notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund in accordance with the Prospectus, resolutions of the Trust’s Board of Trustees, and the procedures adopted from time to time by the Trust; - keep and maintain the financial accounts and records of the Fund and provide the Trust with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement. (ii) For clarity, the Manager shall not be required to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided by the Trust’s independent Trustees. (b) The Manager may in its discretion, subject to approval by the Trust’s Board of Trustees, delegate or subcontract some or all of the Manager’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager. (c) All records pertaining to the operation and administration of the Trust and the Fund (whether prepared by the Manager or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulations.
Appears in 54 contracts
Sources: Investment Management Agreement (MML Series Investment Fund), Investment Management Agreement (MML Series Investment Fund II), Investment Management Agreement (MML Series Investment Fund II)
Administrative Services. (a) The Manager shall, subject Subject to the direction and control of the Trust’s Board of Trustees, provide, or provide for, services required for the administration Trustees of the Trust and (“Trustees”), the Fund. The Trust and Administrator shall perform or supervise the Manager will determine the precise performance by others of administrative services to be provided by in connection with the Manager from time to timeoperations of the Funds. Without limiting the generality of the foregoing, but such services will generally include accounting, shareholder servicing, and transfer agency services.the Administrator shall:
(i) Services to be provided by the Manager will include the following: - maintain a. Provide all necessary office facilities (which may be in the offices of the Manager Administrator or a corporate affiliate but shall an affiliate), equipment, and personnel for handling the affairs of the Funds;
b. Subject to supervision by counsel to the Trust, prepare amendments to, file, and maintain the Trust’s governing documents, including the Declaration of Trust, the Bylaws, and minutes of meetings of shareholders;
c. Provide individuals reasonably acceptable to the Trust’s Trustees to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trust’s Trustees;
d. Prepare agenda and compile board materials for all Trustee meetings and review, file, and maintain minutes of meetings of Trustees;
e. Provide appropriate personnel and prepare appropriate materials for Board of Trustees meetings;
f. Subject to supervision by counsel to the Trust, prepare, review and file the Trust’s Registration Statement (on Form N-1A, Form N-14 or any replacements therefor), periodic supplements to the Registration Statement, proxy materials and other filings with the Commission;
g. Subject to supervision by counsel to the Trust, prepare and file, or supervise the preparation and filing of, Form N-CSR and Form N-Q and provide any sub-certifications which may reasonably be requested by the Trust’s Principal Executive Officer or Principal Financial Officer in connection with the required certification of those filings and coordinate receipt of similar sub-certifications from other service providers that provide information to be included in such location as filings;
h. Prepare and file, or supervise the Trust reasonably determines); - furnish statistical preparation and research datafiling of, clerical servicesall necessary Blue Sky filings;
i. Prepare and file, or supervise the preparation and filing of, annual Form N-PX;
j. Arrange for and coordinate the layout and printing of prospectuses, statements of additional information, semi-annual and annual reports to shareholders, and stationery proxy materials;
k. Prepare, with the assistance of the Fund’s investment adviser, and office supplies; - compile sub-adviser, as applicable, communications to shareholders;
l. Coordinate the mailing of prospectuses, notices, proxy statements, proxies, semi-annual and annual reports to shareholders, and other reports to Trust shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;
m. Prepare for and conduct shareholder meetings, if necessary;
n. Assist with the design, development, and operation of Funds for the Trust, including new classes, investment objectives, policies and structure;
o. Prepare semi-annual and annual financial statements;
p. Prepare and file periodic reports to shareholders and the Commission on Form N-SAR or any replacement forms therefor;
q. Prepare and file Notices to the Commission required pursuant to Rule 24f-2 of the 1940 Act;
r. Compile data for, prepare for execution by assist the FundTrust or its designee in the preparation of, and file file, all of the Fund’s Funds’ federal and state tax returns and required tax filings other than those required to be made by the FundTrust’s custodian or and transfer agent; - prepare ;
s. Prepare and distribute year-end shareholder tax information letters and Forms 1099-MISC for trustee fees and vendor payments;
t. Identify and track book-tax differences;
u. Prepare quarterly tax compliance filings pursuant checklist for use by Fund managers;
v. Calculate declaration of income/capital gain distributions in compliance with income/excise tax distribution requirements and ensure that such distributions are not “preferential” under the Internal Revenue Code;
w. Review reports produced by, and the operations and performance of, the various organizations providing services to state securities laws with the advice Trust or any Fund of the Trust’s counsel; - prepare , including, without limitation, the Trust’s annual and semiinvestment adviser, custodian, sub-annual reports to shareholders and amendments to its Registration Statements (on Form N-1A or any successor thereto); - compile data foradviser, preparefund accountant, shareholder servicing agent, transfer agent, outside legal counsel, independent public accountants, and file timely notices other entities providing services to the Commission required pursuant to Rule 24f-2 under Trust, and at the 1940 Act; - determine the daily pricing request of the Trustees, report to the Trustees on the performance of such organizations;
x. Prepare, negotiate, and administer contracts on behalf of the Trust with, among others, the Trust’s investment adviser, custodian, fund accountant, shareholder servicing agent, and transfer agent and oversee expense disbursement and any service provider conversions;
y. Calculate contractual Trust expenses and control all disbursements for the Trust, and as appropriate compute the Trust’s yields, total return, expense. ratios, portfolio turnover rate and, if required, portfolio average dollar weighted maturity;
z. Prepare annual Trust expense budget and monthly accrual analyses, perform various expense savings analysis and expense benchmarking analysis;
aa. Prepare expense authorizations and review or prepare for management review all invoices for Trust expenses;
bb. Calculate performance data of the Funds for dissemination to information service providers covering the investment company industry;
cc. Review marketing material to verify that Fund information is accurate;
dd. Prepare and file proofs of claims in connection with Class Action notices;
ee. Monitor the Trust’s compliance with the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, so as to enable the Trust to maintain its status as a “regulated investment company;”
ff. Monitor the Trust’s compliance with all applicable federal securities and computation of other regulatory requirements (other than state securities registration and filing requirements);
gg. Monitor the net asset value Trust’s compliance with its registration statement;
hh. Obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the net income of the Fund Trust in accordance with the Prospectus, resolutions 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, ;
ii. Provide information and the procedures adopted from time to time assistance with inspections by the Trust; - keep Commission;
jj. Coordinate annual audit activities, including providing information and maintain the financial accounts and records of the Fund and provide the Trust assistance with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required respect to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided audits conducted by the Trust’s independent Trustees.auditors;
(b) The Manager may in its discretionkk. Compile and summarize weekly Rule 2a-7 money market funds’ analysis for board book presentations; assist management with the administration of the trustees’ deferred compensation plans, subject to approval by if any;
ll. Design, implement and maintain a disaster recovery program for the Trust’s Board of Trustees, delegate or subcontract some or all of records;
mm. Assist the ManagerTrust’s duties under this Section 3 to one or more affiliated or unaffiliated entities Chief Compliance Officer with issues regarding the Trust’s compliance program (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure approved by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or of the Manager.Trust in accordance with Rule 38a-1 under the ▇▇▇▇ ▇▇▇) as reasonably requested;
(c) All records pertaining to nn. Administer the operation implementation and administration required distribution of the Privacy Policy of the Trust as required under Regulation S-P; and
oo. Perform all administrative services and functions of the Trust and the each Fund (whether prepared by the Manager or supplied to the Manager by extent administrative services and functions are not provided to the Trust or the Fund) are the property and subject such Fund pursuant to the control of the Trust’s or such Fund’s investment advisory agreement, custodian agreement, fund accounting agreement, shareholder servicing agreement, and transfer agent agreement. In the event of the termination of this Management Agreement, all The Administrator shall perform such records in the possession of the Manager shall be promptly turned over to other administrative services for the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized are mutually agreed upon by the Trust or as required by federal or state regulatory authorities. The Manager shall submit parties from time to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulationstime.
Appears in 8 contracts
Sources: Administration Agreement (Jp Morgan Fleming Series Trust), Administration Agreement (Jp Morgan Institutional Funds), Administration Agreement (Jp Morgan Mutual Fund Trust)
Administrative Services. (a) The Manager shallAdministrator shall perform or supervise the performance by others of other administrative services in connection with the operations of the Portfolios, subject to the direction and control and, on behalf of the Trust’s , will investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Portfolios' operations. The Administrator shall provide the Board of Trustees, provide, or provide for, services required for the administration Trustees/ Directors of the Trust and (hereafter referred to as the Fund"Directors") with such reports regarding investment performance as they may reasonably request but shall have no responsibility for supervising the performance by any investment adviser or sub-adviser of its responsibilities. The Administrator shall provide the Trust with regulatory reporting, all necessary office space, equipment, personnel, compensation and facilities (including facilities for Shareholders' and Directors' meetings) for handling the Manager will determine affairs of the precise administrative Portfolios and such other services to be provided by as the Manager Administrator shall, from time to time, but such services will generally include accountingdetermine to be necessary to perform its obligations under this Agreement. In addition, shareholder servicingat the request of the Directors, the Administrator shall make reports to the Trust's Directors concerning the performance of its obligations hereunder. Without limiting the generality of the foregoing, the Administrator shall:
(a) calculate contractual Trust expenses and control all disbursements for the Trust, and as appropriate, compute the Trust's yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar-weighted maturity;
(b) assist Trust counsel with the preparation of prospectuses, statements of additional information, registration statements and proxy materials;
(c) prepare such reports, applications and documents (including reports regarding the sale and redemption of Shares as may be required in order to comply with Federal and state securities law) as may be necessary or desirable to register the Trust's Shares with state securities authorities, monitor the sale of Trust Shares for compliance with state securities laws, and file with the appropriate state securities authorities the registration statements and reports for the Trust and the Trust's Shares and all amendments thereto, as may be necessary or convenient to register and keep effective the Trust and the Trust's Shares with state securities authorities to enable the Trust to make a continuous offering of its Shares;
(d) develop and prepare, with the assistance of the Trust's investment adviser, communications to Shareholders, including the annual report to Shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust Shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;
(e) administer contracts on behalf of the Trust with, among others, the Trust's investment adviser, distributor, custodian, transfer agency services.agent and fund accountant;
(f) supervise the Trust's transfer agent with respect to the payment of dividends and other distributions to Shareholders;
(g) calculate performance data of the Portfolios for dissemination to information services covering the investment company industry;
(h) coordinate and supervise the preparation and filing of the Trust's tax returns;
(i) Services to be provided by examine and review the Manager will include the following: - maintain office facilities (which may be in the offices operations and performance of the Manager or a corporate affiliate but shall be in such location as various organizations providing services to the Trust reasonably determines); - furnish statistical and research data, clerical services, and stationery and office supplies; - compile data for, prepare for execution by the Fund, and file all the Fund’s federal and state tax returns and required tax filings other than those required to be made by the Fund’s custodian or transfer agent; - prepare compliance filings pursuant to state securities laws with the advice any Portfolio of the Trust’s counsel; - prepare , including, without limitation, the Trust’s annual 's investment adviser, distributor, custodian, fund accountant, transfer agent, outside legal counsel and independent public accountants, and at the request of the Directors, report to the Board on the performance of organizations;
(j) assist with the layout and printing of publicly disseminated prospectuses and assist with and coordinate layout and printing of the Trust's semi-annual and annual reports to shareholders and amendments to its Registration Statements Shareholders;
(on Form N-1A or any successor thereto); - compile data fork) assist with the design, preparedevelopment, and file timely notices operation of the Portfolios, including new classes, investment objectives, policies and structure;
(l) provide individuals reasonably acceptable to the Commission required pursuant Trust's Directors to Rule 24f-2 under the 1940 Act; - determine the daily pricing serve as officers of the portfolio securities and computation Trust, who will be responsible for the management of certain of the net asset value Trust's affairs as determined by the Trust's Directors;
(m) advise the Trust and its Directors on matters concerning the net income of Trust and its affairs;
(n) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Fund Trust in accordance with the Prospectus, resolutions requirements of the Trust’s Board of Trustees, Rules 17g-1 and the procedures adopted from time to time by the Trust; - keep and maintain the financial accounts and records of the Fund and provide the Trust with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided by the Trust’s independent Trustees.
(b) The Manager may in its discretion, subject to approval by the Trust’s Board of Trustees, delegate or subcontract some or all of the Manager’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration of the Trust and the Fund (whether prepared by the Manager or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulations.17d-1
Appears in 3 contracts
Sources: Administration Agreement (Whatifi Funds), Administration Agreement (Whatifi Funds), Administration Agreement (Whatifi Funds)
Administrative Services. (a) The Manager shallAdministrator shall perform, and subject to the direction and control approval of the Trust’s Board of TrusteesDirectors of the Fund, provideshall have the authority to appoint and compensate from its resources one or more subadministrators to perform administrative services in connection with the operations of the Portfolios, and, on behalf of the Fund, will investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or provide for, services required desirable for the administration Portfolios' operations. The Administrator shall provide the Directors of the Trust and Fund with such reports regarding investment performance as they may reasonably request but shall have no responsibility for supervising the Fundperformance by any investment adviser or sub-adviser of its responsibilities. Certain of the activities to be performed by the Administrator are set forth on Exhibit A attached hereto. The Trust parties contemplate that Exhibit A may be changed from time to time by written agreement of the parties, and in such event, the Manager will determine amended Exhibit A shall be made a part of this Agreement. The Administrator shall provide the precise administrative Fund with regulatory reporting, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities (including facilities for Shareholders' and Directors' meetings) for handling the affairs of the Portfolios and such other services to be provided by as the Manager Administrator shall, from time to time, but determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Board of Directors, the Administrator shall make reports to the Fund's Directors concerning the performance of its obligations hereunder. Without limiting the generality of the foregoing, the Administrator shall:
(a) calculate contractual Fund expenses and control all disbursements for the Fund, and as appropriate compute the Fund's yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar-weighed maturity;
(b) assist Fund counsel with the preparation of prospectuses, statements of additional information, registration statements, proxy materials;
(c) prepare such services will generally include accountingreports, applications and documents (including reports regarding the sale and redemption of Shares as may be required in order to comply with Federal and state securities law) as may be necessary or desirable to register the Fund's shares with state securities authorities, monitor sale of Fund shares for compliance with state securities laws and file with the appropriate state securities authorities the registration statements and reports for the Fund and the Fund's shares and all amendments thereto, as may be necessary or convenient to register and keep effective the Fund and the Fund's shares with state securities authorities to enable the Fund to make a continuous offering of its shares;
(d) develop and prepare communications to shareholders, including the annual report to shareholders, coordinate mailing prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the solicitation of proxies solicited by the Fund for all shareholder servicingmeetings, including tabulation process for shareholder meetings;
(e) prepare, negotiate, and administer contracts on behalf of the Fund with, among others, the Fund's investment adviser, distributor, custodian, and transfer agency services.agent;
(f) maintain the Fund's general ledger and prepare the Fund's financial statements, including expense accruals and payments, determine the net asset value of the Fund's assets and of the Fund's shares, and supervise the Fund's transfer agent with respect to the payment of dividends and other distributions to shareholders;
(g) calculate performance data of the Fund and its portfolios for dissemination to information services covering the investment company industry;
(h) coordinate and supervise the preparation and filing of the Fund's tax returns;
(i) Services examine and review the operations and performance of the various organizations providing services to be provided the Fund or any Portfolio of the Fund, including, without limitation, the Fund's investment adviser, distributor, custodian, transfer agent, outside legal counsel and independent public accountants, and at the request of the Board of Directors, report to the Board on the performance of organizations;
(j) assist with the layout and printing of publicly disseminated prospectuses and assist with and coordinate layout and printing of the Fund's semi-annual and annual reports to shareholders;
(k) provide internal legal and administrative services as requested by the Manager will include Fund from time to time;
(l) assist with the following: - maintain office facilities (which may be in the offices design, development, and operation of the Manager Fund, including new portfolio and class investment objectives, policies and structure;
(m) provide individuals reasonably acceptable to the Fund's Board of Directors for nomination, appointment, or a corporate affiliate but shall election as officers of the Fund, who will be in such location responsible for the management of certain of the Fund's affairs as the Trust reasonably determines); - furnish statistical and research data, clerical services, and stationery and office supplies; - compile data for, prepare for execution determined by the Fund, 's Board of Directors;
(n) advise the Fund and file all its Board of Directors on matters concerning the Fund’s federal Fund and state tax returns its affairs;
(o) obtain and required tax filings other than those required to be made by the Fund’s custodian or transfer agent; - prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; - prepare the Trust’s annual keep in effect fidelity bonds and semi-annual reports to shareholders directors and amendments to its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, officers/errors and file timely notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of omissions insurance policies for the Fund in accordance with the Prospectus, resolutions requirements of the Trust’s Board of Trustees, Rules 17g-1 and the procedures adopted from time to time by the Trust; - keep and maintain the financial accounts and records of the Fund and provide the Trust with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided by the Trust’s independent Trustees.
(b) The Manager may in its discretion, subject to approval by the Trust’s Board of Trustees, delegate or subcontract some or all of the Manager’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration of the Trust and the Fund (whether prepared by the Manager or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulations.17d-1
Appears in 3 contracts
Sources: Administration Agreement (First American Funds Inc), Administration Agreement (First American Strategy Funds Inc), Administration Agreement (First American Investment Funds Inc)
Administrative Services. The Manager, in its capacity as administrator and being duly authorized, hereby appoints the Sub-Manager to administer (aor arrange for the administration by its affiliates of) The Manager shallthe Trust’s business and administrative operations, subject to the written direction of the Manager, the Board and control the officers of the Trust’s Board of Trustees, provide, or provide for, services required for the administration of period, in the Trust and the Fund. The Trust and the Manager will determine the precise administrative services to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicingmanner, and transfer agency serviceson the terms hereinafter set forth.
(i) Services The Sub-Manager undertakes to provide or cause to be provided by the following administrative services and to assume the following obligations:
(1) The Sub-Manager will include shall furnish to the following: - maintain Trust adequate (a) office facilities (space, which may be in space within the offices of the Sub-Manager or a corporate affiliate but shall be in such location other place as may be agreed upon by the Trust reasonably determines)parties from time to time; - furnish statistical and research data(b) office furnishings, clerical servicesfacilities, and stationery equipment as may be reasonably required for administering the business and office supplies; - compile data foroperations of the Trust.
(2) The Sub-Manager shall supervise the Trust’s relations with and monitor the performance of the Funds’ custodian and fund accountant, pricing agents, independent auditor and tax preparers.
(3) The Sub-Manager shall (a) prepare for execution by the Fund, and file all necessary financial statements and financial, accounting, audit and tax related reports of the Fund’s federal and state tax returns and required tax filings other than those required Funds as necessary to be made by the Fund’s custodian or transfer agent; - prepare compliance filings pursuant to state securities laws comply with the advice reporting requirements of the United States and the various states in which the Trust does business applicable to a registered investment company; provided, however, that the Sub-Manager shall not be responsible for maintaining the Trust’s existence, maintaining the registration and qualification of the Trust’s counselshares under federal and state law, or preparing and filing Form N-PX for series of the Trust not listed on Schedule 1 hereto; - (b) prepare certain correspondence and other communications with the Shareholders of the Trust; and (c) maintain or supervise the maintenance of all internal bookkeeping, accounting, and auditing records in connection with the Trust’s annual investment and semibusiness activities.
(4) The Sub-annual reports Manager shall, from time to shareholders and amendments time as requested by the Manager, make available a qualified person to its Registration Statements act as the Trust’s Chief Financial Officer (on Form N-1A or any successor thereto“CFO”); - compile data for, prepare, and file timely notices subject to the Commission approval of the Board. The Board shall make all decisions regarding the designation and termination of the CFO.
(5) The Sub-Manager shall furnish all aspects of the Funds’ accounting functions (other than those aspects for which the Funds have separately engaged a fund accounting provider), including, without limitation, maintaining a review and certification program and internal controls and procedures in accordance with the relevant provisions of the Sarbanes Oxley Act of 2002 as applicable to registered investment companies, preparing annual expense budgets of the Funds for review by an officer of the Funds, performing accrual analyses and rollforward calculations and recommending changes to expense accruals on a periodic basis for review by an officer of the Funds, reviewing invoices and arranging for payment of the Fund’s expenses and calculating any fees payable by a Fund to the Manager, the Funds’ distributor and financial intermediaries (including the implementation of any waivers).
(6) The Sub-Manager shall provide periodic post trade testing of the Funds with respect to compliance with the Internal Revenue Code’s mandatory qualification requirements, the requirements of the 1940 Act and limitations for each Fund contained in the registration statement for the Funds, including quarterly compliance reporting to the Manager and the Funds’ officers.
(7) The Sub-Manager shall provide distribution planning and analysis services, including preparing the standing distribution schedule for approval by the Board, determining the required pursuant distribution amounts, disseminating distributions to Rule 24f-2 the transfer agent and other parties as directed by the Funds or Manager and preparation of required notices under Section 19(a) of the 1940 Act; - determine .
(8) The Manager agrees that the daily pricing Trust’s shareholder recordkeeping services, the computing of the portfolio securities and computation of the net asset value and the net income preparation of certain of its records required by Rule 31a-1 under the Fund in accordance with the Prospectus, resolutions of the Trust’s Board of Trustees, and the procedures adopted from time to time by the Trust; - keep and maintain the financial accounts and records of the Fund and provide the Trust with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided 1940 Act are maintained by the Trust’s independent Trusteestransfer agent, custodian, and Money Managers, as applicable, and that with respect to these records the Sub-Manager’s obligations under this Agreement are supervisory in nature.
(b9) The Sub-Manager may in its discretion, subject to approval by the Trust’s Board of Trustees, delegate or subcontract some or all of shall supervise the Manager’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Subrelations with the third-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration of the Trust and the Fund (whether prepared party vendor retained by the Manager or supplied the Trust to provide monitoring and filing services with respect to the Manager by Funds’ participation in Group Securities Litigation, including providing the Trust or vendor with the Fund) are Fund- related information necessary for the property vendor to provide its services and subject to overseeing the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of coordination between the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant vendor as it relates to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulationsGroup Securities Litigation.
Appears in 1 contract
Sources: Sub Management and Compliance Services Agreement (Venerable Variable Insurance Trust)
Administrative Services. (a) The Manager shall, subject Subject to the direction and control of the Trust’s Board of Trustees, providethe Adviser shall, to the extent applicable, perform or provide for, supervise the performance by others of administrative services required for in connection with the administration operations of the Trust and Funds. Without limiting the Fund. The Trust and generality of the Manager will determine foregoing, the precise administrative services to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicing, and transfer agency services.Adviser shall:
(ia) Services to be provided by the Manager will include the following: - maintain Provide all necessary office facilities (which may be in the offices of the Manager Adviser or a corporate affiliate but shall an affiliate), equipment, and personnel for handling the affairs of the Funds;
b) Subject to supervision by counsel to the Trust, prepare amendments to, file (to the extent necessary), and maintain the Trust’s governing documents, including the Declaration of Trust (or charter as the case may be), the Bylaws, and minutes of meetings of shareholders;
c) Provide individuals reasonably acceptable to the Trust’s Trustees to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trust’s Trustees;
d) Prepare agenda and prepare and compile board materials for all Trustee meetings and review, file, and maintain minutes of meetings of Trustees;
e) Provide appropriate personnel for Board of Trustees meetings;
f) Subject to supervision by counsel to the Trust, prepare, review and file the Trust’s Registration Statement, any registration statement on Form N-14 (or any replacements therefor), periodic supplements to the Registration Statement, proxy materials and other filings with the Commission;
g) Prepare and file, or supervise the preparation and filing of, Form N-CSR and provide any sub-certifications which may reasonably be requested by the Trust’s Principal Executive Officer or Principal Financial Officer in connection with the required certification of those filings and coordinate receipt of similar sub-certifications from other service providers that provide information to be included in such location filings;
h) Prepare or supervise the preparation of, all press releases and notices to the relevant listing exchange, as necessary;
i) Prepare and file, or supervise the Trust reasonably determines); - furnish statistical preparation and research datafiling of, clerical servicesall necessary Blue Sky filings to the extent necessary;
j) Prepare and file, or supervise the preparation and filing of, annual Form N-PX;
k) Arrange for and coordinate the layout and printing of summary prospectuses, prospectuses, statements of additional information, semi-annual and annual reports to shareholders, and stationery proxy materials;
l) Prepare, with the assistance of personnel of the Adviser and office supplies; - compile any Subadviser, as applicable, communications to shareholders;
m) Coordinate any necessary dissemination of prospectuses, notices, proxy statements, proxies, semi-annual and annual reports to shareholders, and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;
n) Prepare for and conduct shareholder meetings, if necessary;
o) Assist with the design, development, and operation of Funds for the Trust, including new classes, investment objectives, policies and structure;
p) Prepare semi-annual and annual financial statements;
q) Prepare and file periodic reports to shareholders and the Commission on Form N-PORT or Form N-CEN or any replacement forms therefor;
r) Prepare and file Notices to the Commission required pursuant to Rule 24f-2 of the 1940 Act;
s) Compile data for, prepare for execution by assist the FundTrust or its designee in the preparation of, and file file, all of the Fund’s Funds’ federal and state tax returns and required tax filings other than those required to be made by the FundTrust’s custodian or and transfer agent; - prepare ;
t) Prepare and distribute year-end shareholder tax information letters and Forms 1099-MISC for trustee fees and vendor payments;
u) Identify and track book-tax differences;
v) Prepare quarterly tax compliance filings pursuant checklist for use by Fund managers;
w) Calculate declaration of income/capital gain distributions in compliance with income/excise tax distribution requirements of the Internal Revenue Code;
x) Review reports produced by, and the operations and performance of, the various organizations providing services to state securities laws with the advice Trust or any Fund of the Trust’s counsel; - prepare , including, without limitation, the Adviser in its capacity as investment adviser, the Trust’s distributor, custodian, any Subadviser, fund accountant, transfer agent, outside legal counsel, independent public accountants, and other entities providing services to the Trust, and at the request of the Trustees, report to the Trustees on the performance of such organizations;
y) Prepare, negotiate, and administer contracts on behalf of the Trust with, among others, the Adviser in its capacity as investment adviser, the Trust’s custodian, any Subadviser, fund accountant, shareholder servicing agent, and transfer agent and oversee expense disbursement and any service provider conversions;
z) Calculate contractual Trust expenses and control all disbursements for the Trust, and as appropriate compute the Trust’s yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar weighted maturity;
aa) Prepare annual Trust expense budget and semi-annual reports monthly accrual analyses, perform various expense savings analysis and expense benchmarking analysis;
bb) Prepare expense authorizations and review or prepare for management review all invoices for Trust expenses;
cc) Calculate performance data of the Funds for dissemination to shareholders information service providers covering the investment company industry;
dd) Review marketing material to verify that Fund information is accurate;
ee) Prepare and amendments file proofs of claims in connection with Class Action notices;
ff) Monitor the Trust’s compliance with the Internal Revenue Code, and the regulations promulgated thereunder, so as to enable the Trust to maintain its status as a “regulated investment company;”
gg) Monitor the Trust’s compliance with all applicable federal securities and other regulatory requirements;
hh) Monitor the Trust’s compliance with its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, Statement;
ii) Obtain and file timely notices to keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund Trust in accordance with the Prospectus, resolutions requirements of Rules 17g-1 and 17d-1(d)(7) under the 1940 Act as such bonds and policies are approved by the Trust’s Board of Trustees, ;
▇▇) Provide information and the procedures adopted from time to time assistance with inspections by the Trust; - keep Commission;
kk) Coordinate annual audit activities, including providing information and maintain the financial accounts and records of the Fund and provide the Trust assistance with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required respect to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided audits conducted by the Trust’s independent Trustees.auditors;
(bll) The Manager may in its discretionAssist management with the administration of the trustees’ deferred compensation plans, subject to approval by if any;
mm) Design, implement and maintain a disaster recovery program for the Trust’s records;
nn) Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of TrusteesTrustees of the Trust in accordance with Rule 38a-1 under the 1940 Act) as reasonably requested;
oo) Create and maintain the Funds’ website;
pp) Administer the implementation and required distribution of the Privacy Policy of the Trust as required under Regulation S-P, as applicable; and
qq) Perform all administrative services and functions of the Trust and each Fund to the extent administrative services and functions are not provided to the Trust or such Fund pursuant to the Trust’s or such Fund’s custodian agreement, fund accounting agreement, any shareholder servicing agreement, and transfer agent agreement. The Adviser shall perform such other administrative services for the Trust and the Funds as are mutually agreed upon by the parties from time to time. The Adviser may provide additional reports and services upon the request of the Trust. The Adviser may delegate or subcontract some or all of the Manager’s duties its administrative responsibilities under this Section 3 to one Agreement. Furthermore, the Adviser may, at its expense, subcontract with any entity or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as person concerning the Manager meets the standard of care set out in Section 12 below in the retention and periodic review provision of the Sub-Administrator’s capabilities and performanceadministrative services contemplated hereunder. The Adviser shall not, the Manager shall have no liability to the Fund or however, be relieved of any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure under this Agreement by the Sub-Administrator to comply with applicable lawappointment of such delegate or subcontractor and provided further, that the applicable sub-administration agreementAdviser shall be responsible, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration extent provided in paragraph 10 hereof, for all acts of the Trust and the Fund (whether prepared by the Manager such delegate or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all subcontractor as if such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in acts were its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulationsown.
Appears in 1 contract
Sources: Management Agreement (Praxis Funds)
Administrative Services. VIA, in its capacity as administrator and being duly authorized, hereby appoints RIM to administer (aor arrange for the administration by its affiliates of) The Manager shallthe Trust’s business and administrative operations, subject to the written direction of VIA, the Board of Trustees of the Trust (the “Board”) and control the officers of the Trust, for the period, in the manner, and on the terms hereinafter set forth. RIM undertakes to provide or cause to be provided the following administrative services and to assume the following obligations:
(1) RIM shall furnish to the Trust adequate (a) office space, which may be space within the offices of RIM or in such other place as may be agreed upon by the parties from time to time; and (b) office furnishings, facilities, and equipment as may be reasonably required for administering the business and operations of the Trust.
(2) RIM shall supervise the Trust’s relations with and monitor the performance of the Funds’ custodian and fund accountant, pricing agents, independent auditor and tax preparers.
(3) RIM shall (a) prepare and file all necessary financial statements and financial, accounting, audit and tax related reports of the Funds as necessary to comply with the reporting requirements of the United States and the various states in which the Trust does business applicable to a registered investment company; provided, however, that RIM shall not be responsible for maintaining the Trust’s existence, maintaining the registration and qualification of the Trust’s Board of Trustees, provideshares under federal and state law, or provide for, services required preparing and filing Form N-PX for the administration series of the Trust ; (b) prepare certain correspondence and other communications with the Fund. The Trust Shareholders of the Trust; and (c) maintain or supervise the Manager will determine maintenance of all internal bookkeeping, accounting, and auditing records in connection with the precise administrative services to be provided by the Manager Trust’s investment and business activities.
(4) RIM shall, from time to timetime as requested by VIA, but such services will generally include accountingmake available a qualified person to act as the Trust’s Treasurer, shareholder servicing, subject to the approval of the Board. The Board shall make all decisions regarding the designation and transfer agency servicestermination of the Treasurer.
(i5) Services to be provided by the Manager will include the following: - maintain office facilities (which may be in the offices RIM shall furnish all aspects of the Manager or Funds’ accounting functions (other than those aspects for which the Funds have separately engaged a corporate affiliate but shall be fund accounting provider), including, without limitation, maintaining a review and certification program and internal controls and procedures in such location accordance with the relevant provisions of the Sarbanes Oxley Act of 2002 as applicable to registered investment companies, preparing annual expense budgets of the Trust reasonably determines); - furnish statistical Funds for review by an officer of the Funds, performing accrual analyses and research dataroll forward calculations and recommending changes to expense accruals on a periodic basis for review by an officer of the Funds, clerical services, reviewing invoices and stationery and office supplies; - compile data for, prepare arranging for execution by the Fund, and file all payment of the Fund’s federal expenses and state tax returns calculating any fees payable by a Fund to VIA, the Funds’ distributor and required tax filings other than those required financial intermediaries (including the implementation of any waivers).
(6) RIM shall provide periodic post trade testing of the Funds with respect to be made compliance with the Internal Revenue Code’s mandatory qualification requirements, the requirements of the 1940 Act and limitations for each Fund contained in the registration statement for the Funds, including quarterly compliance reporting to VIA and the Funds’ officers.
(7) RIM shall provide distribution planning and analysis services, including preparing the standing distribution schedule for approval by the Fund’s custodian Board, determining the required distribution amounts, disseminating distributions to the transfer agent and other parties as directed by the Funds or transfer agent; - prepare compliance filings pursuant to state securities laws with VIA and preparation of required notices under Section 19(a) of the advice of 1940 Act.
(8) VIA agrees that the Trust’s counsel; - prepare shareholder recordkeeping services, the Trust’s annual and semi-annual reports to shareholders and amendments to its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, and file timely notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing computing of the portfolio securities and computation of the net asset value and the net income preparation of certain of its records required by Rule 31a-1 under the Fund in accordance with the Prospectus, resolutions of the Trust’s Board of Trustees, and the procedures adopted from time to time by the Trust; - keep and maintain the financial accounts and records of the Fund and provide the Trust with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided 1940 Act are maintained by the Trust’s independent Trusteestransfer agent, custodian, and sub-advisers, as applicable, and that with respect to these records RIM’s obligations under this Agreement are supervisory in nature.
(b9) The Manager may in its discretion, subject to approval by RIM shall assist VIA or the Trust’s Board of Trustees, delegate or subcontract some or all of the Manager’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability Trust with respect to the Fund or Funds’ participation in Group Securities Litigation, including providing any of its shareholders or third-party vendor engaged to any other person assist with monitoring and filing services with the Fund-related information necessary for the failure or refusal of any Sub-Administrator vendor to perform provide its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Managerservices.
(c) All records pertaining to the operation and administration of the Trust and the Fund (whether prepared by the Manager or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulations.
Appears in 1 contract
Administrative Services. (a) The Manager shall, subject Subject to the direction and control of the Trust’s Board of Trustees, providethe Adviser shall, to the extent applicable, perform or provide for, supervise the performance by others of administrative services required for in connection with the administration operations of the Trust and Funds. Without limiting the Fund. The Trust and generality of the Manager will determine foregoing, the precise administrative services to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicing, and transfer agency services.Adviser shall:
(ia) Services to be provided by the Manager will include the following: - maintain Provide all necessary office facilities (which may be in the offices of the Manager Adviser or a corporate affiliate but shall an affiliate), equipment, and personnel for handling the affairs of the Funds;
b) Subject to supervision by counsel to the Trust, prepare amendments to, file (to the extent necessary), and maintain the Trust’s governing documents, including the Declaration of Trust (or charter as the case may be), the Bylaws, and minutes of meetings of shareholders;
c) Provide individuals reasonably acceptable to the Trust’s Trustees to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trust’s Trustees;
d) Prepare agenda and prepare and compile board materials for all Trustee meetings and review, file, and maintain minutes of meetings of Trustees;
e) Provide appropriate personnel for Board of Trustees meetings;
f) Subject to supervision by counsel to the Trust, prepare, review and file the Trust’s Registration Statement, any registration statement on Form N-14 (or any replacements therefor), periodic supplements to the Registration Statement, proxy materials and other filings with the Commission;
g) Prepare and file, or supervise the preparation and filing of, Form N-CSR and provide any sub-certifications which may reasonably be requested by the Trust’s Principal Executive Officer or Principal Financial Officer in connection with the required certification of those filings and coordinate receipt of similar sub-certifications from other service providers that provide information to be included in such location filings;
h) Prepare or supervise the preparation of, all press releases and notices to the relevant listing exchange, as necessary;
i) Prepare and file, or supervise the Trust reasonably determines); - furnish statistical preparation and research datafiling of, clerical servicesall necessary Blue Sky filings to the extent necessary;
j) Prepare and file, or supervise the preparation and filing of, annual Form N-PX;
k) Arrange for and coordinate the layout and printing of summary prospectuses, prospectuses, statements of additional information, semi-annual and annual reports to shareholders, and stationery proxy materials;
l) Prepare, with the assistance of personnel of the Adviser and office supplies; - compile any Subadviser, as applicable, communications to shareholders;
m) Coordinate any necessary dissemination of prospectuses, notices, proxy statements, proxies, semi-annual and annual reports to shareholders, and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;
n) Prepare for and conduct shareholder meetings, if necessary;
o) Assist with the design, development, and operation of Funds for the Trust, including new classes, investment objectives, policies and structure;
p) Prepare semi-annual and annual financial statements;
q) Prepare and file periodic reports to shareholders and the Commission on Form N-PORT or Form N-CEN or any replacement forms therefor;
r) Prepare and file Notices to the Commission required pursuant to Rule 24f-2 of the 1940 Act;
s) Compile data for, prepare for execution by assist the FundTrust or its designee in the preparation of, and file file, all of the Fund’s Funds’ federal and state tax returns and required tax filings other than those required to be made by the FundTrust’s custodian or and transfer agent; - prepare ;
t) Prepare and distribute year-end shareholder tax information letters and Forms 1099-MISC for trustee fees and vendor payments;
u) Identify and track book-tax differences;
v) Prepare quarterly tax compliance filings pursuant checklist for use by Fund managers;
w) Calculate declaration of income/capital gain distributions in compliance with income/excise tax distribution requirements of the Internal Revenue Code;
x) Review reports produced by, and the operations and performance of, the various organizations providing services to state securities laws with the advice Trust or any Fund of the Trust’s counsel; - prepare , including, without limitation, the Adviser in its capacity as investment adviser, the Trust’s distributor, custodian, any Subadviser, fund accountant, transfer agent, outside legal counsel, independent public accountants, and other entities providing services to the Trust, and at the request of the Trustees, report to the Trustees on the performance of such organizations;
y) Prepare, negotiate, and administer contracts on behalf of the Trust with, among others, the Adviser in its capacity as investment adviser, the Trust’s custodian, any Subadviser, fund accountant, shareholder servicing agent, and transfer agent and oversee expense disbursement and any service provider conversions;
z) Calculate contractual Trust expenses and control all disbursements for the Trust, and as appropriate compute the Trust’s yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar weighted maturity;
aa) Prepare annual Trust expense budget and semi-annual reports monthly accrual analyses, perform various expense savings analysis and expense benchmarking analysis;
bb) Prepare expense authorizations and review or prepare for management review all invoices for Trust expenses;
cc) Calculate performance data of the Funds for dissemination to shareholders information service providers covering the investment company industry;
dd) Review marketing material to verify that Fund information is accurate;
ee) Prepare and amendments file proofs of claims in connection with Class Action notices;
ff) Monitor the Trust’s compliance with the Internal Revenue Code, and the regulations promulgated thereunder, so as to enable the Trust to maintain its status as a “regulated investment company;”
gg) Monitor the Trust’s compliance with all applicable federal securities and other regulatory requirements;
hh) Monitor the Trust’s compliance with its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, Statement;
ii) Obtain and file timely notices to keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund Trust in accordance with the Prospectus, resolutions requirements of Rules 17g-1 and 17d-1(d)(7) under the 1940 Act as such bonds and policies are approved by the Trust’s Board of Trustees, ;
jj) Provide information and the procedures adopted from time to time assistance with inspections by the Trust; - keep Commission;
kk) Coordinate annual audit activities, including providing information and maintain the financial accounts and records of the Fund and provide the Trust assistance with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required respect to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided audits conducted by the Trust’s independent Trustees.auditors;
(bll) The Manager may in its discretionAssist management with the administration of the trustees’ deferred compensation plans, subject to approval by if any;
mm) Design, implement and maintain a disaster recovery program for the Trust’s records;
nn) Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of TrusteesTrustees of the Trust in accordance with Rule 38a-1 under the ▇▇▇▇ ▇▇▇) as reasonably requested;
oo) Create and maintain the Funds’ website;
pp) Administer the implementation and required distribution of the Privacy Policy of the Trust as required under Regulation S-P, as applicable; and
qq) Perform all administrative services and functions of the Trust and each Fund to the extent administrative services and functions are not provided to the Trust or such Fund pursuant to the Trust’s or such Fund’s custodian agreement, fund accounting agreement, shareholder servicing agreement, and transfer agent agreement. The Adviser shall perform such other administrative services for the Trust and the Funds as are mutually agreed upon by the parties from time to time. The Adviser may provide additional reports and services upon the request of the Trust. The Adviser may delegate or subcontract some or all of the Manager’s duties its administrative responsibilities under this Section 3 to one Agreement. Furthermore, the Adviser may, at its expense, subcontract with any entity or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as person concerning the Manager meets the standard of care set out in Section 12 below in the retention and periodic review provision of the Sub-Administrator’s capabilities and performanceadministrative services contemplated hereunder. The Adviser shall not, the Manager shall have no liability to the Fund or however, be relieved of any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure under this Agreement by the Sub-Administrator to comply with applicable lawappointment of such delegate or subcontractor and provided further, that the applicable sub-administration agreementAdviser shall be responsible, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration extent provided in paragraph 10 hereof, for all acts of the Trust and the Fund (whether prepared by the Manager such delegate or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all subcontractor as if such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in acts were its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulationsown.
Appears in 1 contract
Sources: Management Agreement (J.P. Morgan Exchange-Traded Fund Trust)
Administrative Services. (a) The Manager shall, subject to shall provide the direction and control of following administrative services in connection with the Trust’s Board of Trustees, provide, or provide for, services required for the administration operation of the Trust and the Fund. The : coordinate, supervise and make all payments to the Fund’s transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers; receive and tabulate shareholder votes; furnish statistical and research data; coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission (“SEC”) of registration statements, notices, shareholder reports, and other material required to be filed under applicable laws; prepare and file with the states registration statements, notices, reports, and other material required to be filed under applicable laws; prepare and file Form 24F-2s and N-SARs; review bills submitted to the Fund and, upon determining that a ▇▇▇▇ is appropriate, allocate amounts to the Fund and instruct the Fund’s custodian to pay such bills; coordinate (or assist in) the preparation of reports and other information materials regarding the Fund, including prospectuses, proxies and other shareholder communications; prepare expense table and performance information for annual updates; provide legal and regulatory advice to the Fund in connection with its other administrative functions, including assignment of matters to outside legal counsel on behalf of the Trust and supervising the Manager will determine work of such counsel; provide office facilities and clerical support for the precise Fund; develop and implement procedures for monitoring compliance with regulatory requirements and compliance with the Fund’s investment objectives, policies and restrictions; serve as liaison between the Fund and its independent auditors; prepare and file tax returns; review payments of Fund expenses; prepare expense budgeting and accruals; provide communication, coordination, and supervision services with regard to the Fund’s transfer agent, custodian, fund accountant, any co-administrators, and other service organizations that render recordkeeping or shareholder communication services; provide information to the Fund’s distributor concerning fund performance and administration; provide reports to the Fund’s board of directors regarding its activities; assist in the preparation and assembly of meeting materials, including comparable fee information, as required, for the Fund’s board of directors; and provide any other administrative services reasonably necessary for the operation of the Fund other than those services that are to be provided by the Manager from time to timeTrust’s transfer and dividend disbursing agent, but such services will generally include accounting, shareholder servicingcustodian, and transfer agency services.
(i) Services to be provided by the Manager will include the following: - maintain office facilities (which may be in the offices of the Manager or a corporate affiliate but shall be in such location as the Trust reasonably determines); - furnish statistical and research data, clerical services, and stationery and office supplies; - compile data for, prepare for execution by the Fund, and file all the Fund’s federal and state tax returns and required tax filings other than those required to be made by the Fund’s custodian or transfer agent; - prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; - prepare the Trust’s annual and semi-annual reports to shareholders and amendments to its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, and file timely notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund in accordance with the Prospectus, resolutions of the Trust’s Board of Trustees, and the procedures adopted from time to time by the Trust; - keep and maintain the financial accounts and records of the Fund and provide the Trust with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided by the Trust’s independent Trustees.
(b) The Manager may in its discretion, subject to approval by the Trust’s Board of Trustees, delegate or subcontract some or all of the Manager’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration of the Trust and the Fund (whether prepared by the Manager or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rightsaccountant, provided that the Manager may keep copies thereof nothing in its discretion. All such records this Agreement shall be deemed to require Funds Management to provide any services that may not be confidential in nature provided by it under applicable banking laws and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulations.
Appears in 1 contract
Sources: Investment Management Agreement (Wells Fargo Funds Trust)
Administrative Services. USBAM shall provide the Trust with regulatory reporting, Trust accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities (aincluding facilities for shareholders’ and Trustees’ meetings) The Manager for handling the affairs of the Portfolio, and such other services as USBAM shall, subject from time to time, determine to be necessary to perform its obligations under this Agreement. In addition, at the direction and control request of the Trust’s Board of Trustees, provide, or provide for, services required for USBAM shall make such reports to the administration Trust’s Trustees concerning the performance of the Trust and the Fund. The Trust and the Manager will determine the precise administrative services its obligations hereunder as reasonably agreed to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicing, and transfer agency services.
(i) Services to be provided by . Without limiting the Manager will include the following: - maintain office facilities (which may be in the offices generality of the Manager or a corporate affiliate but shall be in such location as the Trust reasonably determines); - furnish statistical and research dataforegoing, clerical servicesUSBAM, and stationery and office supplies; - compile data for, prepare for execution by the Fund, and file all the Fund’s federal and state tax returns and required tax filings other than those required to be made by the Fund’s custodian or transfer agent; - prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; - prepare the Trust’s annual and semi-annual reports to shareholders and amendments to its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, and file timely notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund in accordance with the Prospectus, resolutions supervision of the Trust’s Board of Trustees, shall: · calculate Trust expenses and control all disbursements for the Trust, and as appropriate, compute the Trust’s yields, total return, expense ratios, portfolio turnover rate and, portfolio average dollar-weighted maturity; · assist with preparation of offering memorandums, registration statements and proxy materials; · prepare communications to shareholders, including the annual and semi-annual reports to shareholders, coordinate mailing offering memorandums, notices, proxy statements, proxies and other reports to the Trust’s shareholders, and supervise and facilitate the solicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings; · maintain the Trust’s general ledger and prepare the Trust’s financial statements, including expense accruals and payments, determine the net asset value of the Trust’s assets and of the Trust’s shares, and provide for the payment of dividends and other distributions to shareholders; · coordinate and supervise the preparation and filing of the Trust’s tax returns; · examine and review the operations and performance of the various organizations providing services to the Trust or the Portfolio directly or on a subcontracted basis as provided for herein and, at the request of the Trust’s Board of Trustees, report to the Board on the performance of such organizations; · provide for and coordinate the layout and printing of offering memorandums and the procedures adopted Trust’s semi-annual and annual reports to shareholders; · provide internal legal and administrative services as requested by the Trust from time to time by time; · provide for and coordinate the design, development, and operation of the Trust, including new portfolio investment objectives, policies and structure; - keep and maintain the financial accounts and records of the Fund and · provide the Trust with certain reports, as needed or individuals reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required acceptable to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided by the Trust’s independent Trustees.
(b) The Manager may in its discretionBoard of Trustees for nomination, subject to approval appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trust’s Board of Trustees, delegate or subcontract some or all of ; · advise the ManagerTrust and the Trust’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or on matters concerning the Manager.
Trust and its affairs; · obtain and keep in effect fidelity bonds and trustees 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 Investment Company Act of 1940 (cthe “1940 Act”) All records pertaining as such bonds and policies are approved by the Trust’s Board of Trustees; · monitor and advise the Trust and the Portfolio on their registered investment company status under the Internal Revenue Code of 1986, as amended; · furnish advice and recommendations with respect to other aspects of the business and affairs of the Portfolio as the Trust and USBAM shall determine desirable; · prepare and file with the Securities and Exchange Commission the semi-annual reports for the Trust on Form N-SAR and Form N-CSR, quarterly reports on Form N-Q, and annual proxy voting reports on Form N-PX; · organize and coordinate meetings of the Trust’s Board of Trustees and the committees thereof; and · perform all other administrative services and functions required for the operation and administration of the Trust and the Fund (whether prepared by the Manager or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulationsPortfolio.
Appears in 1 contract
Sources: Administration Agreement (Mount Vernon Securities Lending Trust)
Administrative Services. (a) The Manager shall, subject Subject to the direction and control of the Trust’s Board of Trustees, providethe Adviser shall, to the extent applicable, perform or provide for, supervise the performance by others of administrative services required for in connection with the administration operations of the Trust and Funds. Without limiting the Fund. The Trust and generality of the Manager will determine foregoing, the precise administrative services to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicing, and transfer agency services.Adviser shall:
(ia) Services to be provided by the Manager will include the following: - maintain Provide all necessary office facilities (which may be in the offices of the Manager Adviser or a corporate affiliate but shall an affiliate), equipment, and personnel for handling the affairs of the Funds;
b) Subject to supervision by counsel to the Trust, prepare amendments to, file (to the extent necessary), and maintain the Trust’s governing documents, including the Declaration of Trust (or charter as the case may be), the Bylaws, and minutes of meetings of shareholders;
c) Provide individuals reasonably acceptable to the Trust’s Trustees to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trust’s Trustees;
d) Prepare agenda and prepare and compile board materials for all Trustee meetings and review, file, and maintain minutes of meetings of Trustees;
e) Provide appropriate personnel for Board of Trustees meetings;
f) Subject to supervision by counsel to the Trust, prepare, review and file the Trust’s Registration Statement, any registration statement on Form N-14 (or any replacements therefor), periodic supplements to the Registration Statement, proxy materials and other filings with the Commission;
g) Prepare and file, or supervise the preparation and filing of, Form N-CSR and provide any sub-certifications which may reasonably be requested by the Trust’s Principal Executive Officer or Principal Financial Officer in connection with the required certification of those filings and coordinate receipt of similar sub-certifications from other service providers that provide information to be included in such location filings;
h) Prepare or supervise the preparation of, all press releases and notices to the relevant listing exchange, as necessary;
i) Prepare and file, or supervise the Trust reasonably determines); - furnish statistical preparation and research datafiling of, clerical servicesall necessary Blue Sky filings to the extent necessary;
j) Prepare and file, or supervise the preparation and filing of, annual Form N-PX;
k) Arrange for and coordinate the layout and printing of summary prospectuses, prospectuses, statements of additional information, semi-annual and annual reports to shareholders, and stationery proxy materials;
l) Prepare, with the assistance of personnel of the Adviser and office supplies; - compile any Subadviser, as applicable, communications to shareholders;
m) Coordinate any necessary dissemination of prospectuses, notices, proxy statements, proxies, semi-annual and annual reports to shareholders, and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;
n) Prepare for and conduct shareholder meetings, if necessary;
o) Assist with the design, development, and operation of Funds for the Trust, including new classes, investment objectives, policies and structure;
p) Prepare semi-annual and annual financial statements;
q) Prepare and file periodic reports to shareholders and the Commission on Form N-PORT or Form N-CEN or any replacement forms therefor;
r) Prepare and file Notices to the Commission required pursuant to Rule 24f-2 of the 1940 Act;
s) Compile data for, prepare for execution by assist the FundTrust or its designee in the preparation of, and file file, all of the Fund’s Funds’ federal and state tax returns and required tax filings other than those required to be made by the FundTrust’s custodian or and transfer agent; - prepare ;
t) Prepare and distribute year-end shareholder tax information letters and Forms 1099-MISC for trustee fees and vendor payments;
u) Identify and track book-tax differences;
v) Prepare quarterly tax compliance filings pursuant checklist for use by Fund managers;
w) Calculate declaration of income/capital gain distributions in compliance with income/excise tax distribution requirements of the Internal Revenue Code;
x) Review reports produced by, and the operations and performance of, the various organizations providing services to state securities laws with the advice Trust or any Fund of the Trust’s counsel; - prepare , including, without limitation, the Adviser in its capacity as investment adviser, the Trust’s distributor, custodian, any Subadviser, fund accountant, transfer agent, outside legal counsel, independent public accountants, and other entities providing services to the Trust, and at the request of the Trustees, report to the Trustees on the performance of such organizations;
y) Prepare, negotiate, and administer contracts on behalf of the Trust with, among others, the Adviser in its capacity as investment adviser, the Trust’s custodian, any Subadviser, fund accountant, shareholder servicing agent, and transfer agent and oversee expense disbursement and any service provider conversions;
z) Calculate contractual Trust expenses and control all disbursements for the Trust, and as appropriate compute the Trust’s yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar weighted maturity;
aa) Prepare annual Trust expense budget and semi-annual reports monthly accrual analyses, perform various expense savings analysis and expense benchmarking analysis;
bb) Prepare expense authorizations and review or prepare for management review all invoices for Trust expenses;
cc) Calculate performance data of the Funds for dissemination to shareholders information service providers covering the investment company industry;
dd) Review marketing material to verify that Fund information is accurate;
ee) Prepare and amendments file proofs of claims in connection with Class Action notices;
ff) Monitor the Trust’s compliance with the Internal Revenue Code, and the regulations promulgated thereunder, so as to enable the Trust to maintain its status as a “regulated investment company;”
gg) Monitor the Trust’s compliance with all applicable federal securities and other regulatory requirements;
hh) Monitor the Trust’s compliance with its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, Statement;
ii) Obtain and file timely notices to keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund Trust in accordance with the Prospectus, resolutions requirements of Rules 17g-1 and 17d-1(d)(7) under the 1940 Act as such bonds and policies are approved by the Trust’s Board of Trustees, ;
jj) Provide information and the procedures adopted from time to time assistance with inspections by the Trust; - keep Commission;
kk) Coordinate annual audit activities, including providing information and maintain the financial accounts and records of the Fund and provide the Trust assistance with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required respect to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided audits conducted by the Trust’s independent Trustees.auditors;
(bll) The Manager may in its discretionAssist management with the administration of the trustees’ deferred compensation plans, subject to approval by if any;
mm) Design, implement and maintain a disaster recovery program for the Trust’s records;
nn) Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of TrusteesTrustees of the Trust in accordance with Rule 38a-1 under the ▇▇▇▇ ▇▇▇) as reasonably requested;
oo) Create and maintain the Funds’ website;
pp) Administer the implementation and required distribution of the Privacy Policy of the Trust as required under Regulation S-P, as applicable; and
qq) Perform all administrative services and functions of the Trust and each Fund to the extent administrative services and functions are not provided to the Trust or such Fund pursuant to the Trust’s or such Fund’s custodian agreement, fund accounting agreement, any shareholder servicing agreement, and transfer agent agreement. The Adviser shall perform such other administrative services for the Trust and the Funds as are mutually agreed upon by the parties from time to time. The Adviser may provide additional reports and services upon the request of the Trust. The Adviser may delegate or subcontract some or all of the Manager’s duties its administrative responsibilities under this Section 3 to one Agreement. Furthermore, the Adviser may, at its expense, subcontract with any entity or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as person concerning the Manager meets the standard of care set out in Section 12 below in the retention and periodic review provision of the Sub-Administrator’s capabilities and performanceadministrative services contemplated hereunder. The Adviser shall not, the Manager shall have no liability to the Fund or however, be relieved of any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure under this Agreement by the Sub-Administrator to comply with applicable lawappointment of such delegate or subcontractor and provided further, that the applicable sub-administration agreementAdviser shall be responsible, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration extent provided in paragraph 10 hereof, for all acts of the Trust and the Fund (whether prepared by the Manager such delegate or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all subcontractor as if such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in acts were its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulationsown.
Appears in 1 contract
Sources: Management Agreement (J.P. Morgan Exchange-Traded Fund Trust)
Administrative Services. USBAM shall provide the Trust with regulatory reporting, Trust accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities (aincluding facilities for shareholders’ and Trustees’ meetings) The Manager for handling the affairs of the Portfolio, and such other services as USBAM shall, subject from time to time, determine to be necessary to perform its obligations under this Agreement. In addition, at the direction and control request of the Trust’s Board of Trustees, provide, or provide for, services required for USBAM shall make such reports to the administration Trust’s Board of Trustees concerning the Trust and the Fund. The Trust and the Manager will determine the precise administrative services performance of its obligations hereunder as reasonably agreed to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicing, and transfer agency services.
(i) Services to be provided by . Without limiting the Manager will include the following: - maintain office facilities (which may be in the offices generality of the Manager or a corporate affiliate but shall be in such location as the Trust reasonably determines); - furnish statistical and research dataforegoing, clerical servicesUSBAM, and stationery and office supplies; - compile data for, prepare for execution by the Fund, and file all the Fund’s federal and state tax returns and required tax filings other than those required to be made by the Fund’s custodian or transfer agent; - prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; - prepare the Trust’s annual and semi-annual reports to shareholders and amendments to its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, and file timely notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund in accordance with the Prospectus, resolutions supervision of the Trust’s Board of Trustees, shall:
A. calculate Trust expenses and control all disbursements for the Trust, and as appropriate, compute the Trust’s yields, total return, expense ratios, portfolio turnover rate and, portfolio average dollar-weighted maturity;
B. assist with preparation of offering memorandums, registration statements and proxy materials;
C. prepare communications to shareholders, including the annual and semi-annual reports to shareholders, coordinate mailing offering memorandums, notices, proxy statements, proxies and other reports to the Trust’s shareholders, and supervise and facilitate the solicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings;
D. maintain the Trust’s general ledger and prepare the Trust’s financial statements, including expense accruals and payments, determine the net asset value of the Trust’s assets and of the Trust’s shares, and provide for the payment of dividends and other distributions to shareholders;
E. coordinate and supervise the preparation and filing of the Trust’s tax returns;
F. examine and review the operations and performance of the various organizations providing services to the Trust or the Portfolio directly or on a subcontracted basis as provided for herein and, at the request of the Trust’s Board of Trustees, report to the Board on the performance of such organizations;
G. provide for and coordinate the layout and printing of offering memorandums and the procedures adopted Trust’s semi-annual and annual reports to shareholders;
H. provide internal legal and administrative services as requested by the Trust from time to time by time;
I. provide for and coordinate the design, development, and operation of the Trust; - keep , including new portfolio investment objectives, policies and maintain the financial accounts and records of the Fund and structure;
J. provide the Trust with certain reports, as needed or individuals reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required acceptable to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided by the Trust’s independent Trustees.
(b) The Manager may in its discretionBoard of Trustees for nomination, subject to approval appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trust’s Board of Trustees, delegate or subcontract some or all of ;
K. advise the ManagerTrust and the Trust’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or on matters concerning the Manager.Trust and its affairs;
L. obtain and keep in effect fidelity bonds and trustees 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 Investment Company Act of 1940 (cthe “1940 Act”) All records pertaining as such bonds and policies are approved by the Trust’s Board of Trustees;
M. monitor and advise the Trust and the Portfolio on their registered investment company status under the Internal Revenue Code of 1986, as amended;
N. furnish advice and recommendations with respect to other aspects of the business and affairs of the Portfolio as the Trust and USBAM shall determine desirable;
O. prepare and file with the Securities and Exchange Commission the semi-annual reports for the Trust on Form N-SAR and Form N-CSR, quarterly reports on Form N-Q, and annual proxy voting reports on Form N-PX;
P. organize and coordinate meetings of the Trust’s Board of Trustees and the committees thereof; and
Q. perform all other administrative services and functions required for the operation and administration of the Trust and the Fund (whether prepared by the Manager or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulationsPortfolio.
Appears in 1 contract
Sources: Administration Agreement (Mount Vernon Securities Lending Trust)
Administrative Services. (a) The Manager shall, subject Subject to the direction and control of the Trust’s Board of Trustees, providethe Adviser shall, to the extent applicable, perform or provide for, supervise the performance by others of administrative services required for in connection with the administration operations of the Trust and Funds. Without limiting the Fund. The Trust and generality of the Manager will determine foregoing, the precise administrative services to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicing, and transfer agency services.Adviser shall:
(ia) Services to be provided by the Manager will include the following: - maintain Provide all necessary office facilities (which may be in the offices of the Manager Adviser or a corporate affiliate but shall an affiliate), equipment, and personnel for handling the affairs of the Funds;
b) Subject to supervision by counsel to the Trust, prepare amendments to, file (to the extent necessary), and maintain the Trust’s governing documents, including the Declaration of Trust (or charter as the case may be), the Bylaws, and minutes of meetings of shareholders;
c) Provide individuals reasonably acceptable to the Trust’s Trustees to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trust’s Trustees;
d) Prepare agenda and prepare and compile board materials for all Trustee meetings and review, file, and maintain minutes of meetings of Trustees;
e) Provide appropriate personnel for Board of Trustees meetings;
f) Subject to supervision by counsel to the Trust, prepare, review and file the Trust’s Registration Statement, any registration statement on Form N-14 (or any replacements therefor), periodic supplements to the Registration Statement, proxy materials and other filings with the Commission;
g) Prepare and file, or supervise the preparation and filing of, Form N-CSR and provide any sub-certifications which may reasonably be requested by the Trust’s Principal Executive Officer or Principal Financial Officer in connection with the required certification of those filings and coordinate receipt of similar sub-certifications from other service providers that provide information to be included in such location filings;
h) Prepare or supervise the preparation of, all press releases and notices to the relevant listing exchange, as necessary;
i) Prepare and file, or supervise the Trust reasonably determines); - furnish statistical preparation and research datafiling of, clerical servicesall necessary Blue Sky filings to the extent necessary;
j) Prepare and file, or supervise the preparation and filing of, annual Form N-PX;
k) Arrange for and coordinate the layout and printing of summary prospectuses, prospectuses, statements of additional information, semi-annual and annual reports to shareholders, and stationery proxy materials;
l) Prepare, with the assistance of personnel of the Adviser and office supplies; - compile any Subadviser, as applicable, communications to shareholders;
m) Coordinate any necessary dissemination of prospectuses, notices, proxy statements, proxies, semi-annual and annual reports to shareholders, and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;
n) Prepare for and conduct shareholder meetings, if necessary;
o) Assist with the design, development, and operation of Funds for the Trust, including new classes, investment objectives, policies and structure;
p) Prepare semi-annual and annual financial statements;
q) Prepare and file periodic reports to shareholders and the Commission on Form N-PORT or Form N-CEN or any replacement forms therefor;
r) Prepare and file Notices to the Commission required pursuant to Rule 24f -2 of the 1940 Act;
s) Compile data for, prepare for execution by assist the FundTrust or its designee in the preparation of, and file file, all of the Fund’s Funds’ federal and state tax returns and required tax filings other than those required to be made by the FundTrust’s custodian or and transfer agent; - prepare ;
t) Prepare and distribute year-end shareholder tax information letters and Forms 1099-MISC for trustee fees and vendor payments;
u) Identify and track book-tax differences;
v) Prepare quarterly tax compliance filings pursuant checklist for use by Fund managers;
w) Calculate declaration of income/capital gain distributions in compliance with income/excise tax distribution requirements of the Internal Revenue Code;
x) Review reports produced by, and the operations and performance of, the various organizations providing services to state securities laws with the advice Trust or any Fund of the Trust’s counsel; - prepare , including, without limitation, the Adviser in its capacity as investment adviser, the Trust’s distributor, custodian, any Subadviser, fund accountant, transfer agent, outside legal counsel, independent public accountants, and other entities providing services to the Trust, and at the request of the Trustees, report to the Trustees on the performance of such organizations;
y) Prepare, negotiate, and administer contracts on behalf of the Trust with, among others, the Adviser in its capacity as investment adviser, the Trust’s custodian, any Subadviser, fund accountant, shareholder servicing agent, and transfer agent and oversee expense disbursement and any service provider conversions;
z) Calculate contractual Trust expenses and control all disbursements for the Trust, and as appropriate compute the Trust’s yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar weighted maturity;
aa) Prepare annual Trust expense budget and semi-annual reports monthly accrual analyses, perform various expense savings analysis and expense benchmarking analysis;
bb) Prepare expense authorizations and review or prepare for management review all invoices for Trust expenses;
cc) Calculate performance data of the Funds for dissemination to shareholders information service providers covering the investment company industry;
dd) Review marketing material to verify that Fund information is accurate;
ee) Prepare and amendments file proofs of claims in connection with Class Action notices;
ff) Monitor the Trust’s compliance with the Internal Revenue Code, and the regulations promulgated thereunder, so as to enable the Trust to maintain its status as a “regulated investment company;”
gg) Monitor the Trust’s compliance with all applicable federal securities and other regulatory requirements;
hh) Monitor the Trust’s compliance with its Registration Statements (on Form N-1A or any successor thereto); - compile data for, prepare, Statement;
ii) Obtain and file timely notices to keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund Trust in accordance with the Prospectus, resolutions requirements of Rules 17g-1 and 17d-1(d)(7) under the 1940 Act as such bonds and policies are approved by the Trust’s Board of Trustees, ;
jj) Provide information and the procedures adopted from time to time assistance with inspections by the Trust; - keep Commission;
kk) Coordinate annual audit activities, including providing information and maintain the financial accounts and records of the Fund and provide the Trust assistance with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the operations of the Fund, except as otherwise contemplated by this Management Agreement.
(ii) For clarity, the Manager shall not be required respect to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided audits conducted by the Trust’s independent Trustees.auditors;
(bll) The Manager may in its discretionAssist management with the administration of the trustees’ deferred compensation plans, subject to approval by if any;
mm) Design, implement and maintain a disaster recovery program for the Trust’s records;
nn) Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of TrusteesTrustees of the Trust in accordance with Rule 38a-1 under the ▇▇▇▇ ▇▇▇) as reasonably requested;
oo) Create and maintain the Funds’ website;
pp) Administer the implementation and required distribution of the Privacy Policy of the Trust as required under Regulation S-P, as applicable; and
qq) Perform all administrative services and functions of the Trust and each Fund to the extent administrative services and functions are not provided to the Trust or such Fund pursuant to the Trust’s or such Fund’s custodian agreement, fund accounting agreement, shareholder servicing agreement, and transfer agent agreement. The Adviser shall perform such other administrative services for the Trust and the Funds as are mutually agreed upon by the parties from time to time. The Adviser may provide additional reports and services upon the request of the Trust. The Adviser may delegate or subcontract some or all of the Manager’s duties its administrative responsibilities under this Section 3 to one Agreement. Furthermore, the Adviser may, at its expense, subcontract with any entity or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as person concerning the Manager meets the standard of care set out in Section 12 below in the retention and periodic review provision of the Sub-Administrator’s capabilities and performanceadministrative services contemplated hereunder. The Adviser shall not, the Manager shall have no liability to the Fund or however, be relieved of any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure under this Agreement by the Sub-Administrator to comply with applicable lawappointment of such delegate or subcontractor and provided further, that the applicable sub-administration agreementAdviser shall be responsible, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration extent provided in paragraph 10 hereof, for all acts of the Trust and the Fund (whether prepared by the Manager such delegate or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all subcontractor as if such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in acts were its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulationsown.
Appears in 1 contract
Sources: Management Agreement (J.P. Morgan Exchange-Traded Fund Trust)
Administrative Services. (a) The Manager shall, subject Subject to the direction and control of the Trust’s Board of Trustees, provide, or provide for, services required for the administration Directors of the Trust Fund, Chubb Investment shall perform administrative services in connection with the management of the Portfolio and will supervise all aspects of the Portfolio's operations. In this connection, Chubb Investment agrees to perform the following administrative functions:
(1) Determine the value of the Portfolio's assets and liabilities, compute the daily income and net asset value of the Portfolio and compute the yield and/or total return of the Portfolio as may be required, in accordance with applicable law;
(2) Schedule, plan agendas for and conduct directors and shareholders meetings;
(3) Recommend auditors, counsel, Custodian and others;
(4) Coordinate, supervise and direct any Sub-Investment Manager, the Fund's Custodian and the Fund. The Trust 's Distributor, auditors and counsel on a day-to- day basis;
(5) Prepare and distribute all required proxy statements, reports, and other communications with shareholders;
(6) Prepare and file tax returns, reports due and other required filings with the Securities and Exchange Commission ("SEC"), the National Association of Securities Dealers, Inc., state blue sky authorities, and generally monitor compliance with all federal and state securities laws and the Manager will determine the precise administrative services to be provided by the Manager from time to time, but such services will generally include accounting, shareholder servicing, and transfer agency services.Code;
(i7) Services to be provided by the Manager will include the following: - maintain office facilities (which may be in the offices of the Manager or a corporate affiliate but shall be in such location as the Trust reasonably determines); - furnish statistical Supply clerical, secretarial, accounting and research data, clerical bookkeeping services, data processing services, office supplies and stationery stationery;
(8) Provide persons to perform such professional, administrative and clerical functions as are necessary in connection with shareholder relations, reports, redemption requests and account adjustments, including the receipt, handling and coordination of shareholder complaints;
(9) Provide adequate office supplies; - compile data for, prepare space and related services (including telephone and other utility service) necessary for execution the Portfolio's operations;
(10) Maintain corporate records not otherwise maintained by the Fund's Custodian, and file all the Fund’s federal and state tax returns and required tax filings other than those required to be made by the Fund’s custodian Distributor, or transfer agentSub-Investment Manager; - prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; - prepare the Trust’s annual and semi-annual reports to shareholders and amendments to its Registration Statements and
(on Form N-1A or any successor thereto); - compile data for11) Assist, preparegenerally, and file timely notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; - determine the daily pricing of the portfolio securities and computation of the net asset value and the net income of the Fund in accordance with the Prospectus, resolutions of the Trust’s Board of Trustees, and the procedures adopted from time to time by the Trust; - keep and maintain the financial accounts and records of the Fund and provide the Trust with certain reports, as needed or reasonably requested by the Fund; - perform customary fund accounting services for the Fund; and - generally assist in all aspects of the Fund's operations of with respect to the Portfolio. Nothing herein will be construed to restrict the Fund's right, except as otherwise contemplated by this Management Agreement.
(ii) For clarityat its own expense, the Manager shall not to hire its own employees or to contract for services to be required to perform the following services: - those performed by the custodian for the Fund; - those performed by the distributor(s) of the Fund’s shares; - those provided by the Fund’s legal counsel; - those performed by the independent public accountants for the Trust; and - those provided by the Trust’s independent Trusteesthird parties.
(b) The Manager may in its discretion, subject to approval by the Trust’s Board of Trustees, delegate or subcontract some or all of the Manager’s duties under this Section 3 to one or more affiliated or unaffiliated entities (each, a “Sub-Administrator”). So long as the Manager meets the standard of care set out in Section 12 below in the retention and periodic review of the Sub-Administrator’s capabilities and performance, the Manager shall have no liability to the Fund or any of its shareholders or to any other person for the failure or refusal of any Sub-Administrator to perform its obligations in respect of the Fund, including without limitation any mistake or error of judgment on the part of the Sub-Administrator or any employee or agent of the Sub-Administrator or any failure by the Sub-Administrator to comply with applicable law, the applicable sub-administration agreement, any policies or procedures of the Fund, or any instructions from the Board of Trustees or the Manager.
(c) All records pertaining to the operation and administration of the Trust and the Fund (whether prepared by the Manager or supplied to the Manager by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this Management Agreement, all such records in the possession of the Manager shall be promptly turned over to the Trust free from any claim or retention of rights, provided that the Manager may keep copies thereof in its discretion. All such records shall be deemed to be confidential in nature and the Manager shall not disclose or use any records or information obtained pursuant to this Management Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Manager shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Manager or the Trust, present or future, any information, reports, or other material obtained pursuant to this Management Agreement which any such body may request or require pursuant to applicable laws or regulations.
Appears in 1 contract
Sources: Investment Management Agreement (Chubb America Fund Inc)