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Management Services and Administrative Agreement
Management Services and Administrative Agreement (20K)
Doc #171161: Click preview link for longer preview.
MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT
This MANAGEMENT SERVICES AND ADMINISTRATIVE AGREEMENT (this "Agreement") is
made effective as of the 1st day of April 2003 (the "Effective Date"), by and
between BioDelivery Science International, Inc., a Delaware corporation
("BDSI"), and Bioral Nutrient Delivery, LLC, a Delaware limited liability
company ("BND").
WHEREAS, BND has been formed to develop a technological means of delivering
nutrients for the use and/or sale in the processed food and beverage industries;
and
WHEREAS, BDSI and BND desire to set forth in this Agreement certain terms
and conditions relating to services to be performed by BDSI (through its
employees) for BND (collectively, the "Services").
NOW, THEREFORE, in consideration of the mutual promises and undertakings
set forth below, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledge by the parties, the parties hereto
agree as follows:
1. Term; Termination. The term of this Agreement shall begin as of the
Effective Date and, unless sooner terminated in accordance with subsections (a),
(b) or (c) of this Section 1 or any other provision of this Agreement, shall
continue until April 1, 2004 (such term, the "Initial Term"). This Agreement
will terminate at the conclusion of the Initial Term. At such time, BDSI and BND
will evaluate the need for continuation of the provision of the Services by
BDSI.
Notwithstanding the foregoing, this Agreement may be terminated at any time
in the following circumstances:
(a) BDSI, in its sole and absolute discretion, may at any time cancel this
Agreement upon thirty (30) days prior written notice to BND;
(b) If either party commits a material breach of this Agreement, and such
material breach is either not curable or is curable but remains uncured for
thirty (30) days after written notice of such material breach is delivered to
the breaching party, then the non-breaching party may immediately terminate this
Agreement by providing the breaching party with written notice of such
termination. The right of termination provided in this Section 1(b) is not
exclusive of any remedies to which either party may otherwise be entitled at law
or in equity in the event of a breach of this Agreement.
(c) In the event that either party hereto (i) becomes insolvent or shall
cease to pay its debts when due; or (ii) is found bankrupt by any judicial,
administrative or other appropriate agency having jurisdiction, whether
voluntary or involuntary, and such insolvency is not corrected or such
bankruptcy declaration is not vacated within thirty (30) days, then the other
party shall have the right to immediately terminate this Agreement by providing
the bankrupt/insolvent party written notice of such termination.
171161
|
BioDelivery
As referenced in this Management Services and Administrative Agreement:
BIODELIVERY SCIENCES INTERNATIONAL, – instrument.
[signature page follows]
5
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
BIODELIVERY SCIENCES INTERNATIONAL, INC.
By: /s/ Francis E. O'Donnell, Jr.
----------------------------------------
Name: Francis E. O'Donnell, Jr., M.D.
Title: President and CEO
BIORAL NUTRIENT
_____________
dt 208608
;
BioDelivery Science International, Inc.;
| Bioral Nutrient Delivery LLC
|
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| 2003 |
Fund Accounting and Compliance Administration Agreement
Fund Accounting and Compliance Administration Agreement (49K)
Doc #172558: Click preview link for longer preview.
Fund Accounting
And Compliance Administration
Agreement
This Fund Accounting And Compliance Administration Agreement ("Agreement"),
made and entered into this 20th day of June, 2003, by and between the PMFM
Investment Trust, a Delaware statutory trust (the "Trust"), and The Nottingham
Management Company d/b/a The Nottingham Company, a North Carolina corporation
(the "Administrator").
WHEREAS, the Trust is registered as an open-ended management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust wishes to retain the Administrator to provide certain
administrative services to the Trust in the manner and on the terms set forth
therein;
WHEREAS, Administrator is willing to furnish and/or arrange for such
services in the manner and on the terms hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement and intending to be legally bound, the Trust and
Administrator agree as follows:
1. Retention of the Administrator. The Trust hereby retains and
appoints the Administrator to act as the administrator to provide
or procure certain administrative and other services with respect
to the funds identified on Schedule 1 ("Fund" or "Funds" as the
context requires), attached hereto and made a part hereof, for the
period and on the terms set forth in this Agreement. The
Administrator hereby accepts such appointment and agrees to render
the services herein set forth under the terms and conditions of
this Agreement.
2. Duties of Administrator. Subject to the policies and direction of
the Trust's Board of Trustees ("Trustees"), the Administrator
shall provide, or cause to be furnished by others, the fund
accounting, administrative and other services reasonably necessary
for the operation of the Trust and Funds as set forth in Exhibit
A, attached hereto and made a part hereof. The Administrator shall
exercise reasonable customary care in the performance of its
duties under this Agreement.
3. Allocation of Charges and Expenses.
a. The Administrator. The Administrator will furnish at its
own expense the executive, supervisory and clerical
personnel reasonably necessary to perform its obligations
{PAGE}
under this Agreement. Except as otherwise provided
hereunder, Administrator will also provide the items which
it is obligated to provide under this Agreement. In
addition, Administrator will pay all compensation, if any,
of any officers or Trustees of the Trust who are affiliated
persons of the Administrator or any affiliated corporation
of Administrator; provided, however, that unless otherwise
specifically provided, the Administrator will not be
obligated to pay the compensation of any employee of the
Trust retained by the Trustees to perform services on
behalf of the Trust.
b. The Trust. The Trust assumes and will pay, or cause to be
paid, all other expenses of the Trust and the Funds not
otherwise allocated in this Agreement, including, without
limitation, the following:
(i) Organizational expenses;
(ii) Taxes;
(iii) Brokerage fees and commissions with regard to
portfolio transaction of the Funds;
(iv) Interest charges, fees and expenses of the custodian
of the Funds' portfolio securities;
(v) Fees and expenses of the Trust's dividend disbursing
and transfer agent(s);
(vi) Administrative expenses (including, without
limitation, any fees, expenses and reimbursements
payable to the Administrator under this Agreement) ;
(vii) Auditing and legal expenses of the Trust and the
Funds;
(viii) Cost of maintenance of the Trust's (including the
Funds') existence as a legal entity;
(ix) Fees and expenses of Trustees who are not interested
persons of the Trust as that term is defined by law;
(x) Costs and expenses of Trust meetings;
(xi) Costs and expenses of initial and ongoing
registration of the Funds' shares under Federal and
state securities laws;
(xii) Costs of preparing (including typesetting), printing
and mailing reports, prospectuses, statements of
additional information, proxy solicitation material
and notices to existing shareholders;
(xiii) Costs of fidelity bonds and Trustees and
officers/errors and omissions insurance policies;
(xiv) Investment advisory fees payable to each Funds'
investment advisor;
(xv) Litigation and other extraordinary or nonrecurring
expenses involving the Trust or the Funds;
(xvi) Any actual out-of-pocket expenses of the
Administrator as provided in this Agreement and as
may be agreed upon from time to time; and
172558
| The Nottingham Management Company;
The Nottingham Company;
| Pmfm Investment Trust
|
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| 2003 |
Fund Accounting and Compliance Administration Agreement
Fund Accounting and Compliance Administration Agreement (46K)
Doc #172589: Click preview link for longer preview.
Fund Accounting
And Compliance Administration
Agreement
This Fund Accounting And Compliance Administration Agreement ("Agreement"),
made and entered into this 7th day of May, 2003, by and between the CM Advisers
Family of Funds, a Delaware statutory trust (the "Trust"), and The Nottingham
Management Company d/b/a The Nottingham Company, a North Carolina corporation
(the "Administrator").
WHEREAS, the Trust is registered as an open-ended management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust wishes to retain the Administrator to provide certain
administrative services to the Trust in the manner and on the terms set forth
therein;
WHEREAS, Administrator is willing to furnish and/or arrange for such
services in the manner and on the terms hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement and intending to be legally bound, the Trust and
Administrator agree as follows:
1. Retention of the Administrator. The Trust hereby retains and appoints
the Administrator to act as the administrator to provide or procure
certain administrative and other services with respect to the funds
identified on Schedule 1 ("Fund" or "Funds" as the context requires),
attached hereto and made a part hereof, for the period and on the
terms set forth in this Agreement. The Administrator hereby accepts
such appointment and agrees to render the services herein set forth
under the terms and conditions of this Agreement.
2. Duties of Administrator. Subject to the policies and direction of the
Trust's Board of Trustees ("Trustees"), the Administrator shall
provide, or cause to be furnished by others, the fund accounting,
administrative and other services reasonably necessary for the
operation of the Trust and Funds as set forth in Exhibit A, attached
hereto and made a part hereof. The Administrator shall exercise
reasonable customary care in the performance of its duties under this
Agreement.
3. Allocation of Charges and Expenses.
a. The Administrator. The Administrator will furnish at its own
expense the executive, supervisory and clerical personnel
reasonably necessary to perform its obligations under this
Agreement. Except as otherwise provided hereunder, Administrator
{PAGE}
will also provide the items which it is obligated to provide
under this Agreement. In addition, Administrator will pay all
compensation, if any, of any officers or Trustees of the Trust
who are affiliated persons of the Administrator or any affiliated
corporation of Administrator; provided, however, that unless
otherwise specifically provided, the Administrator will not be
obligated to pay the compensation of any employee of the Trust
retained by the Trustees to perform services on behalf of the
Trust.
b. The Trust. The Trust assumes and will pay, or cause to be paid,
all other expenses of the Trust and the Funds not otherwise
allocated in this Agreement, including, without limitation, the
following:
(i) Organizational expenses;
(ii) Taxes;
(iii) Brokerage fees and commissions with regard to portfolio
transaction of the Funds;
(iv) Interest charges, fees and expenses of the custodian of
the Funds' portfolio securities;
(v) Fees and expenses of the Trust's dividend disbursing and
transfer agent(s);
(vi) Administrative expenses (including, without limitation,
any fees, expenses and reimbursements payable to the
Administrator under this Agreement) ;
(vii) Auditing and legal expenses of the Trust and the Funds;
(viii)Cost of maintenance of the Trust's (including the
Funds') existence as a legal entity;
(ix) Fees and expenses of Trustees who are not interested
persons of the Trust as that term is defined by law;
(x) Costs and expenses of Trust meetings;
(xi) Costs and expenses of initial and ongoing registration
of the Funds' shares under Federal and state securities
laws;
(xii) Costs of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional
information, proxy solicitation material and notices to
existing shareholders;
(xiii)Costs of fidelity bonds and Trustees and
officers/errors and omissions insurance policies;
(xiv) Investment advisory fees payable to each Funds'
Investment Advisor;
(xv) Litigation and other extraordinary or nonrecurring
expenses involving the Trust or the Funds;
(xvi) Any actual out-of-pocket expenses of the Administrator
as provided in this Agreement and as may be agreed upon
from time to time; and
172589
| The Nottingham Management Company;
The Nottingham Company;
| Cm Advisers Family of Funds
|
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| 2003 |
Combined Administration Agreement
Combined Administration Agreement (60K)
Doc #187212: Click preview link for longer preview.
COMBINED ADMINISTRATION AGREEMENT
MUNDER SERIES TRUST
THE MUNDER FUNDS, INC.
THE MUNDER FRAMLINGTON FUNDS TRUST
THE MUNDER @VANTAGE FUND
AGREEMENT, made this 13/th/ day of June, 2003, by and among Munder Series
Trust ("MST"), on behalf of each of its series, The Munder Funds, Inc. ("MFI"),
on behalf of each of its series, The Munder Framlington Funds Trust ("MFFT"), on
behalf of each of its series, and The Munder @Vantage Fund ("@Vantage") and
Munder Capital Management ("Administrator"), a Delaware general partnership
("Agreement"). MST, MFI, MFFT and @Vantage are hereinafter referred to together
as the "Fund Parties," unless the circumstances require otherwise.
WHEREAS, MST is a Delaware statutory trust, MFI is a Maryland corporation
and MFFT is a Massachusetts business trust authorized to issue shares in
multiple series as set forth in Schedule A, as may be amended from time to time
(each, a "Fund" and, collectively, the "Funds");
WHEREAS, @Vantage is a Delaware statutory trust that issues shares of
common stock in a single series and class (also a "Fund");
WHEREAS, each of MST, MFI and MFFT is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended ("1940
Act");
WHEREAS, @Vantage is registered as a closed-end management investment
company under the 1940 Act;
WHEREAS, MFI, MFFT, @Vantage, The Munder Funds Trust ("MFT") and St. Clair
Funds, Inc. ("St. Clair") have entered into an Administration Agreement with the
Administrator dated June 1, 2002, as amended ("Pre-Reorganization Agreement");
WHEREAS, MST has entered into an Administration Agreement with the
Administrator dated April 30, 2003 ("MST Agreement"), which was intended to
replace the Pre-Reorganization Agreement following the reorganization of all of
the portfolios of MFI, MFFT, MFT and St. Clair into corresponding series of MST;
WHEREAS, certain portfolios of MFI and MFFT did not receive sufficient
shareholder approval to be reorganized into series of MST; and
WHEREAS, the terms of the Pre-Reorganization Agreement and MST Agreement
are substantially similar in all material respects and the parties desire to
combine the two Agreements into a single Administration Agreement applicable to
all Funds.;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Fund Parties and the Administrator as
follows:
{PAGE}
1. Appointment of Administrator
The Fund Parties hereby appoint the Administrator to act as administrator
to the Funds for purposes of providing certain administrative, accounting and
compliance services for the period and on the terms set forth in this Agreement.
The Administrator accepts such appointment and agrees to render the services
stated herein.
In the event that a Fund Party establishes one or more series other than
the Funds listed on Schedule A hereto, with respect to which it wishes to retain
the Administrator to act as administrator hereunder, it shall notify the
Administrator in writing. Upon written acceptance by the Administrator, such
Fund shall become subject to the provisions of this Agreement to the same extent
as the existing Funds, except to the extent that such provisions (including
those relating to the compensation and expenses payable by the Funds) may be
modified with respect to each additional Fund in writing by the applicable Fund
Party and the Administrator at the time of the addition of the Fund.
2. Delivery of Documents
Each Fund Party will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements to each, if
any:
a. The charter document and by-laws;
b. The currently effective registration statements under the Securities
Act of 1933, as amended ("1933 Act"), and the 1940 Act and the current
prospectus(es) and statement(s) of additional information relating to
all Funds and all amendments and supplements thereto as in effect from
time to time;
c. Upon request, certified copies of the resolutions of the Boards of
Directors/Trustees of the Fund Parties ("Board") authorizing (1) each
Fund Party to enter into this Agreement and (2) certain individuals on
behalf of the Funds to (a) give instructions to the Administrator
pursuant to this Agreement and (b) sign checks and pay expenses; and
d. Such other certificates, documents or opinions that the Administrator
may, in its reasonable discretion, deem necessary or appropriate in
the proper performance of its duties.
3. Representations and Warranties of the Administrator
The Administrator represents and warrants to the Fund Parties that:
a. It is a Delaware general partnership duly organized under the laws of
the State of Delaware;
b. It has the power and authority to carry on its business in the State
of Michigan;
- 2 -
{PAGE}
c. All requisite actions have been taken to authorize it to enter into
and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to perform
its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of the
Administrator or any law or regulation applicable to it.
4. Representations and Warranties of the Fund Parties
The Fund Parties represent and warrant to the Administrator that:
a. Each Fund Party is a statutory trust, duly organized and existing and
in good standing under the laws of the State of Delaware;
b. Each Fund Party has the power and authority under applicable laws and
by its charter and by-laws to enter into and perform this Agreement;
c. All requisite actions have been taken to authorize each Fund Party to
enter into and perform this Agreement;
d. Each Fund Party is an investment company registered under the 1940
Act;
e. A registration statement under the 1933 Act and the 1940 Act has been
filed with respect to each Fund and each registration statement is
effective and will remain effective during the term of this Agreement.
The Fund Parties also warrant to the Administrator that as of the
effective date of this Agreement, all necessary filings under the
federal securities laws and under the securities laws of the states in
which each Fund offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the ability of any Fund Party to perform
its duties and obligations under this Agreement;
g. Each Fund Party's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of that Fund Party or any law or regulation applicable to
it; and
h. As of the close of business on the date of this Agreement, each of the
Fund Parties is authorized to issue an unlimited amount of shares of
beneficial interest.
5. Administration Services
a. The Administrator shall provide the services listed in Schedule B, in
each case, subject to the control, supervision and direction of the
respective Board for each
- 3 -
{PAGE}
of the Fund Parties and subject to any necessary review and comment by
the Funds' auditors and legal counsel and in accordance with
procedures or policies that may be established from time to time by
and between the Fund Parties and the Administrator and approved by the
respective Board for each of the Fund Parties. The Administrator shall
provide all office facilities and the personnel required by it to
perform the services listed in Schedule B.
b. In performing its duties hereunder, the Administrator shall act in
accordance with the charters, by-laws, prospectus(es) and statement(s)
of additional information for each of the Fund Parties and with
instructions of the Board and will conform to and comply with the
requirements of the 1940 Act and all other applicable federal and
state laws and regulations, and will consult with legal counsel to the
Funds, as necessary and appropriate.
c. The Administrator is hereby authorized to retain third parties and is
hereby separately authorized to delegate all or some its duties and
obligations hereunder to such person or persons. The compensation of
such person or persons shall be paid by the Administrator, as
187212
| | |
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| 2002 |
Owner Trust Administration Agreement
Owner Trust Administration Agreement (52K)
Doc #254232: Click preview link for longer preview.
This OWNER TRUST ADMINISTRATION AGREEMENT dated as of [___] among
NATIONAL CITY AUTO RECEIVABLES TRUST 200_-_, a Delaware business trust (the
"Issuer"), NATIONAL CITY BANK, a national banking association, as administrator
(the "Owner Trust Administrator"), and [INDENTURE TRUSTEE], a New York banking
corporation, not in its individual capacity but solely as Indenture Trustee (the
"Indenture Trustee"),
W I T N E S S E T H :
WHEREAS, the Issuer is issuing [___]% Asset Backed Notes, Class [A-1],
[___]% Asset Backed Notes, Class [A-2], [___]% Asset Backed Notes, Class [A-3]
and [___]% Asset Backed Notes, Class [A-4] (collectively, the "Class [A] Notes")
and [___]% Asset Backed Notes, Class [B] (the "Class [B] Notes" and, together
with the Class [A] Notes, the "Notes") pursuant to the Indenture dated as of
[___] (as amended and supplemented from time to time, the "Indenture"), between
the Issuer and the Indenture Trustee and is issuing [___]% Asset Backed
Certificates, Class [C] (the "Class [C] Certificates" or the "Certificates" and,
together with the Notes, the "Securities") pursuant to the Amended and Restated
Trust Agreement dated as of [___] (as amended and supplemented from time to
time, the "Trust Agreement"), between National City Vehicle Receivables Inc., as
depositor, and [OWNER TRUSTEE], not in its individual capacity but solely as
owner trustee (capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture or the Trust
Agreement, as applicable);
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Securities and of certain beneficial ownership
interests in the Issuer, including (i) a Sale and Servicing Agreement dated as
of [___] (as amended and supplemented from time to time, the "Sale and Servicing
Agreement"), among the Issuer, National City Bank, as seller (in such capacity,
the "Seller"), servicer (in such capacity, the "Servicer"), administrator and
custodian, and the Indenture Trustee, (ii) a Letter of Representations dated
[___] (as amended and supplemented from time to time, the "Depository
Agreement"), among the Issuer, the Indenture Trustee, the Owner Trust
Administrator and The Depository Trust Company ("DTC") relating to the Notes and
the Certificates and (iii) the Indenture (the Sale and Servicing Agreement, the
Depository Agreement, the Indenture and the Trust Agreement being referred to
hereinafter collectively as the "Related Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer and [OWNER
TRUSTEE], as owner trustee (the "Owner Trustee"), are required to perform
certain duties in connection with (a) the Notes and the collateral therefor
pledged pursuant to the Indenture (the "Collateral") and (b) the beneficial
ownership interests in the Issuer (the registered holders of such interests
being referred to herein as the "Owners");
WHEREAS, the Issuer and the Owner Trustee desire to have the Owner
Trust Administrator perform certain of the duties of the Issuer and the Owner
Trustee referred to in the preceding clause and to provide such additional
services consistent with the terms of this
{PAGE}
Agreement and the Related Agreements as the Issuer and the Owner Trustee may
from time to time request; and
WHEREAS, the Owner Trust Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the Issuer
and the Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF THE OWNER TRUST ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE DEPOSITORY AGREEMENT AND THE INDENTURE.
(i) The Owner Trust Administrator agrees to perform all its
duties as Owner Trust Administrator and all the duties of the Issuer
and the Owner Trustee under the Depository Agreement. In addition, the
Owner Trust Administrator shall consult with the Owner Trustee
regarding the duties of the Issuer or the Owner Trustee under the
Indenture and the Depository Agreement. The Owner Trust Administrator
shall monitor the performance of the Issuer and shall advise the Owner
Trustee when action is necessary to comply with the Issuer's or the
Owner Trustee's duties under the Indenture and the Depository
Agreement. The Owner Trust Administrator shall prepare for execution by
the Issuer, or shall cause the preparation by other appropriate persons
of, all such documents, reports, filings, instruments, certificates and
opinions that it shall be the duty of the Issuer or the Owner Trustee
to prepare, file or deliver pursuant to the Indenture and the
Depository Agreement. In furtherance of the foregoing, the Owner Trust
Administrator shall take all appropriate action that is the duty of the
Issuer or the Owner Trustee to take pursuant to the Indenture
including, without limitation, such of the foregoing as are required
with respect to the following matters under the Indenture
(parenthetical section references are to sections of the Indenture):
(A) the duty to cause the Note Register to be kept and to give
the Indenture Trustee notice of any appointment of a new Note
Registrar and the location, or change in location, of the Note
Register (Section 2.04);
(B) the notification of Noteholders of the final principal
payment on their Notes (Section 2.08(b));
(C) reserved;
(D) the preparation of or obtaining of the documents and
instruments required for authentication of the Notes and
delivery of the same to the Indenture Trustee (Section 2.02);
(E) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the
release of collateral (Section 4.04);
2
{PAGE}
(F) the maintenance of an office in the Borough of Manhattan,
City of New York, for registration of transfer or exchange of
Notes (Section 3.02);
(G) the duty to cause newly appointed Paying Agents, if any,
to deliver to the Indenture Trustee the instrument specified
in the Indenture regarding funds held in trust (Section 3.03);
(H) the direction to the Indenture Trustee to deposit moneys
with Paying Agents, if any, other than the Indenture Trustee
(Section 3.03);
(I) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included in
the Trust Estate (Section 3.04);
(J) the preparation of all supplements and amendments to the
Indenture and all financing statements, continuation
statements, instruments of further assurance and other
instruments and the taking of such other action as is
necessary or advisable to protect the Trust Estate (Section
3.05);
(K) the delivery of the Opinion of Counsel on the Closing Date
and the annual delivery of Opinions of Counsel as to the Trust
Estate, and the annual delivery of the Officer's Certificate
and certain other statements as to compliance with the
Indenture (Sections 3.06 and 3.09);
(L) the identification to the Indenture Trustee in an
Officer's Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (Section
3.07(b));
(M) the delivery of written notice to the Indenture Trustee
and the Rating Agencies of a Servicer Default under the Sale
and Servicing Agreement and, if such Servicer Default arises
from the failure of the Servicer to perform any of its duties
under the Sale and Servicing Agreement with respect to the
Receivables, the taking of all reasonable steps available to
remedy such failure (Section 3.07(d));
(N) the duty to cause the Servicer to comply with Sections
4.09, 4.10, 4.11 and Article IX of the Sale and Servicing
Agreement (Section 3.14);
(O) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations
under the Indenture (Section 3.10(b));
(P) the delivery of written notice to the Indenture Trustee
and the Rating Agencies of each Event of Default under the
Indenture and each default by the Servicer or the Seller under
the Sale and Servicing Agreement and by the Seller or the
Company under the Receivables Purchase Agreement (Section
3.19);
3
{PAGE}
(Q) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the
preparation of an Officer's Certificate and the obtaining of
the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.01);
(R) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Trust Estate in a
commercially reasonable manner if an Event of Default shall
have occurred and be continuing (Section 5.04);
(S) the preparation and delivery of notice to Noteholders of
the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee (Section 6.08);
(T) the preparation of any written instruments required to
confirm more fully the authority of any co-trustee or separate
trustee and any written instruments necessary in connection
with the resignation or removal of any co-trustee or separate
trustee (Sections 6.08 and 6.10);
(U) the furnishing to the Indenture Trustee with the names and
addresses of Noteholders during any period when the Indenture
Trustee is not the Note Registrar (Section 7.01);
254232
|
 National City
As referenced in this Owner Trust Administration Agreement:
NATIONAL CITY BANK, – This OWNER TRUST ADMINISTRATION AGREEMENT dated as of [___] among
NATIONAL CITY AUTO RECEIVABLES TRUST 200_-_, a Delaware business trust (the
"Issuer"), NATIONAL CITY BANK, a national banking association, as administrator
(the "Owner Trust Administrator"), and [INDENTURE TRUSTEE], a New York banking
corporation, not in its individual
_____________
National City Bank, – and Servicing Agreement dated as
of [___] (as amended and supplemented from time to time, the "Sale and Servicing
Agreement"), among the Issuer, National City Bank, as seller (in such capacity,
the "Seller"), servicer (in such capacity, the "Servicer"), administrator and
custodian, and the Indenture Trustee, (ii) a
_____________
NATIONAL CITY BANK, – but solely as Owner Trustee
By:
---------------------------------
Name:
Title:
[INDENTURE TRUSTEE],
not in its individual capacity
but solely as Indenture Trustee
By:
---------------------------------
Name:
Title:
NATIONAL CITY BANK,
as Owner Trust Administrator
By:
---------------------------------
Name:
Title:
15
{PAGE}
EXHIBIT A
POWER OF ATTORNEY
STATE OF NEW YORK }
}
COUNTY OF NEW YORK }
_____________
NATIONAL CITY BANK, – not in its individual capacity but solely as owner trustee
(the "Owner Trustee") for [ISSUER] (the "Trust"), does hereby make, constitute
and appoint NATIONAL CITY BANK, as administrator (the "Owner Trust
Administrator") under the Owner Trust Administration Agreement dated [___] (the
"Owner Trust Administration Agreement"), among the Trust,
_____________
dt 129693
;
| National City Auto Receivables Trust
|
Preview
Full Doc
| 2001 |
Administration Agreement (Investor Class)
Administration Agreement (Investor Class) (36K)
Doc #114268: Click preview link for longer preview.
FORM OF NEUBERGER BERMAN EQUITY FUNDS
INVESTOR CLASS
ADMINISTRATION AGREEMENT
This Agreement is made as of December 16, 2000, between Neuberger
Berman Equity Funds, a Delaware business trust ("Trust"), and Neuberger Berman
Management Inc., a New York corporation ("Administrator") with respect to the
Investor Class of shares.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company and has established several separate series of shares ("Series"), with
each Series having its own assets and investment policies, and with each Series
having one or more classes of shares;
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services, including shareholder accounting, recordkeeping, and
other services to shareholders, to each Series listed in Schedule A attached
hereto (as it may be amended from time to time, or, as appropriate, the Investor
Class of each such Series), and the Administrator is willing to furnish such
services,
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. SERVICES OF THE ADMINISTRATOR.
1.1 ADMINISTRATIVE SERVICES. The Administrator shall supervise the
business and affairs of each Series and its Investor Class and shall provide
such services required for effective administration of such Series as are not
{PAGE}
provided by employees or other agents engaged by such Series; PROVIDED, that the
Administrator shall not have any obligation to provide under this Agreement any
services related to the distribution of a Series's shares, or any other services
that are the subject of a separate agreement or arrangement between a Series and
the Administrator. The Administrator can use any of the officers and employees
of Neuberger Berman, LLC to provide any of the services or reports required
under this agreement. Subject to the foregoing, in providing administrative
services hereunder, the Administrator shall:
1.1.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without
cost to each Series and its Investor Class, or pay the cost of, such office
space, office equipment and office facilities as are adequate for the needs of
its Series and their Investor Class;
1.1.2 PERSONNEL. Provide, without remuneration from or other
cost to each Series, the services of individuals competent to perform all of the
executive, administrative and clerical functions of each Series and its Investor
Class that are not performed by employees or other agents engaged by the Series
or by the Administrator acting in some other capacity pursuant to a separate
agreement or arrangement with the Series;
1.1.3 AGENTS. Assist each Series in selecting and coordinating
the activities of the other agents engaged by the Series, including the Series's
shareholder servicing agent, custodian, independent auditors and legal counsel;
114268
| Neuberger Berman Management Inc.;
| Neuberger Berman Equity Funds
|
Preview
Full Doc
| 2001 |
Administration Agreement (Trust Class)
Administration Agreement (Trust Class) (36K)
Doc #114269: Click preview link for longer preview.
FORM OF NEUBERGER BERMAN EQUITY FUNDS
TRUST CLASS
ADMINISTRATION AGREEMENT
This Agreement is made as of December 16, 2000, between Neuberger
Berman Equity Funds, a Delaware business trust ("Trust"), and Neuberger Berman
Management Inc., a New York corporation ("Administrator") with respect to the
Trust Class of shares.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company and has established several separate series of shares ("Series"), with
each Series having its own assets and investment policies, and with each Series
having one or more classes of shares;
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services, including shareholder accounting, recordkeeping, and
other services to shareholders, to each Series listed in Schedule A attached
hereto (as it may be amended from time to time, or, as appropriate, the Trust
Class of each such Series), and the Administrator is willing to furnish such
services,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. SERVICES OF THE ADMINISTRATOR.
-----------------------------
1.1 ADMINISTRATIVE SERVICES. The Administrator shall supervise the
business and affairs of each Series and its Trust Class and shall provide such
services required for effective administration of such Series as are not
{PAGE}
provided by employees or other agents engaged by such Series; PROVIDED, that the
Administrator shall not have any obligation to provide under this Agreement any
services related to the distribution of a Series's shares, or any other services
that are the subject of a separate agreement or arrangement between a Series and
the Administrator. The Administrator can use any of the officers and employees
of Neuberger Berman, LLC to provide any of the services or reports required
under this agreement. Subject to the foregoing, in providing administrative
services hereunder, the Administrator shall:
1.1.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without cost
to each Series and its Trust Class, or pay the cost of, such office space,
office equipment and office facilities as are adequate for the needs of its
Series and their Trust Class;
1.1.2 PERSONNEL. Provide, without remuneration from or other cost
to each Series, the services of individuals competent to perform all of the
executive, administrative and clerical functions of each Series and its Trust
Class that are not performed by employees or other agents engaged by the Series
or by the Administrator acting in some other capacity pursuant to a separate
agreement or arrangement with the Series;
1.1.3 AGENTS. Assist each Series in selecting and coordinating the
activities of the other agents engaged by the Series, including the Series's
shareholder servicing agent, custodian, independent auditors and legal counsel;
114269
| Neuberger Berman Management Inc.;
| Neuberger Berman Equity Funds
|
Preview
Full Doc
| 2001 |
Administration Agreement (Institutional Class)
Administration Agreement (Institutional Class) (35K)
Doc #114271: Click preview link for longer preview.
FORM OF NEUBERGER BERMAN EQUITY FUNDS
INSTITUTIONAL CLASS
ADMINISTRATION AGREEMENT
This Agreement is made as of December 16, 2000, between Neuberger
Berman Equity Funds, a Delaware business trust ("Trust"), and Neuberger Berman
Management Inc., a New York corporation ("Administrator") with respect to the
Institutional Class of shares.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end, diversified management investment
company and may establish several separate series of shares ("Series"), with
each Series having its own assets and investment policies, and with each Series
having one or more classes of shares;
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services, including shareholder accounting, recordkeeping, and
other services to shareholders, to each Series listed in Schedule A attached
hereto (as it may be amended from time to time, or, as appropriate, the
Institutional Class of each such Series), and the Administrator is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. SERVICES OF THE ADMINISTRATOR.
{PAGE}
1.1 ADMINISTRATIVE SERVICES. The Administrator shall supervise the
business and affairs of each Series and its Institutional Class and shall
provide such services required for effective administration of such Series and
their Institutional Class as are not provided by employees or other agents
engaged by such Series; PROVIDED, that the Administrator shall not have any
obligation to provide under this Agreement any services related to the
distribution of a Series's shares, or any other services that are the subject of
a separate agreement or arrangement between a Series and the Administrator.
Subject to the foregoing, in providing administrative services hereunder, the
Administrator shall:
1.1.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without
cost to each Series and its Institutional Class, or pay the cost of, such office
space, office equipment and office facilities as are adequate for the needs of
the Series and its Institutional Class;
1.1.2 PERSONNEL. Provide, without remuneration from or other
cost to each Series, the services of individuals competent to perform all of the
executive, administrative and clerical functions of each Series and its
Institutional Class that are not performed by employees or other agents engaged
by the Series or by the Administrator acting in some other capacity pursuant to
a separate agreement or arrangement with the Series;
1.1.3 AGENTS. Assist each Series in selecting and coordinating
the activities of the other agents engaged by the Series, including the Series's
shareholder servicing agent, custodian, independent auditors and legal counsel;
114271
| Neuberger Berman Management Inc.;
| Neuberger Berman Equity Funds
|