15 U.S.C. § 77ooo

Duties and responsibility of the trustee

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(a) Duties prior to defaultThe indenture to be qualified shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to provide that, prior to default (as such term is defined in such indenture)—(1) the indenture trustee shall not be liable except for the performance of such duties as are specifically set out in such indenture; and(2) the indenture trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of such trustee, upon certificates or opinions conforming to the requirements of the indenture;but the indenture trustee shall examine the evidence furnished to it pursuant to section 77nnn of this title to determine whether or not such evidence conforms to the requirements of the indenture.(b) Notice of defaults

The indenture trustee shall give to the indenture security holders, in the manner and to the extent provided in subsection (c) of section 77mmm of this title, notice of all defaults known to the trustee, within ninety days after the occurrence thereof: Provided, That such indenture shall automatically be deemed (unless it is expressly provided therein that such provision is excluded) to provide that, except in the case of default in the payment of the principal of or interest on any indenture security, or in the payment of any sinking or purchase fund installment, the trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or responsible officers, of the trustee in good faith determine that the withholding of such notice is in the interests of the indenture security holders.

The indenture trustee shall exercise in case of default (as such term is defined in such indenture) such of the rights and powers vested in it by such indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(d) Responsibility of the trusteeThe indenture to be qualified shall not contain any provisions relieving the indenture trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that—(1) such indenture shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to contain the provisions authorized by paragraphs (1) and (2) of subsection (a) of this section;(2) such indenture shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to contain provisions protecting the indenture trustee from liability for any error of judgment made in good faith by a responsible officer or officers of such trustee, unless it shall be proved that such trustee was negligent in ascertaining the pertinent facts; and(3) such indenture shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to contain provisions protecting the indenture trustee with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the indenture securities at the time outstanding (determined as provided in subsection (a) of section 77ppp of this title) relating to the time, method, and place of conducting any proceeding for any remedy available to such trustee, or exercising any trust or power conferred upon such trustee, under such indenture.(e) Undertaking for costs

The indenture to be qualified shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to contain provisions to the effect that all parties thereto, including the indenture security holders, agree that the court may in its discretion require, in any suit for the enforcement of any right or remedy under such indenture, or in any suit against the trustee for any action taken or omitted by it as trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant: Provided, That the provisions of this subsection shall not apply to any suit instituted by such trustee, to any suit instituted by any indenture security holder, or group of indenture security holders, holding in the aggregate more than 10 per centum in principal amount of the indenture securities outstanding, or to any suit instituted by any indenture security holder for the enforcement of the payment of the principal of or interest on any indenture security, on or after the respective due dates expressed in such indenture security.

(May 27, 1933, ch. 38, title III, § 315, as added Aug. 3, 1939, ch. 411, 53 Stat. 1171; amended Pub. L. 101–550, title IV, § 414, Nov. 15, 1990, 104 Stat. 2730.)Editorial NotesAmendments

1990—Subsec. (a). Pub. L. 101–550, § 414(1), (2), substituted “The indenture to be qualified shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to” for “The indenture to be qualified may” and “the indenture trustee shall examine” for “such indenture shall contain provisions requiring the indenture trustee to examine”.

Subsec. (b). Pub. L. 101–550, § 414(3), (4), substituted “The indenture trustee shall” for “The indenture to be qualified shall contain provisions requiring the indenture trustee to” and “That such indenture shall automatically be deemed (unless it is expressly provided therein that such provision is excluded) to” for “That such indenture may”.

Subsec. (c). Pub. L. 101–550, § 414(3), substituted “The indenture trustee shall” for “The indenture to be qualified shall contain provisions requiring the indenture trustee to”.

Subsec. (d)(1) to (3). Pub. L. 101–550, § 414(5), substituted “such indenture shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to” for “such indenture may”.

Subsec. (e). Pub. L. 101–550, § 414(1), substituted “The indenture to be qualified shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to” for “The indenture to be qualified may”.

Notes of Decisions

Cited in 47 cases, 1972–2018 · leading case: Ret. Bd. of Policemen's Annuity & Benefit Fund v. Bank of New York Mellon, 914 F. Supp. 2d 422 (S.D.N.Y. 2012).

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Ret. Bd. of Policemen's Annuity & Benefit Fund v. Bank of New York Mellon, 914 F. Supp. 2d 422 (S.D.N.Y. 2012). · cites it 8× “” 15 U.S.C. § 77ooo(a). Importantly, § 315(a) does not require a trustee to examine all evidence it might receive.”

BlackRock Allocation Target Shares v. Wells Fargo Bank, 247 F. Supp. 3d 377 (S.D.N.Y. 2017). · cites it 3× “See 15 U.S.C. § 77ooo; see also, e.g., Blackrock Allocation Target Shares: Series S Portfolio v.”

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). · cites it 7× “¶42 (citing 15 U.S.C. § 77ooo(a) (alteration in Compl.”

LNC Investments, Inc. v. First Fid. Bank, Nat'l Ass'n, 935 F. Supp. 1333 (S.D.N.Y. 1996). · cites it 4× “The trustees’ failure to do so, plaintiffs maintain, breached: (1) the prudent man requirement of the TIA, 15 U.S.C. § 77ooo(c) (1994), (2) the prudent man requirement of the agreement, §§ 9.”

Bank of New York v. Sunshine-Jr. Stores, Inc. (In Re Sunshine-Jr. Stores, Inc.), 456 F.3d 1291 (11th Cir. 2006). · cites it 2× “” 15 U.S.C. § 77ooo(a)(l). The scope of the Indenture Trustee’s duties and liabilities, therefore, is dictated by the express terms *1309 of the Trust Indenture Agreement.”

Phoenix Light SF Ltd. v. Deutsche Bank Nat'l Trust Co., 172 F. Supp. 3d 700 (S.D.N.Y. 2016). · cites it 2× “¶ 72; 15 U.S.C. § 77ooo(b), The plaintiffs argue that because Deutsche Bank failed to give notice of defaults and breaches of representations and warranties, Deutsche Bank violated the TIA.”

Marek v. Chesny, 473 U.S. 1 (1985). “1171 , 1176, 15 U. S. C. §§77ooo(e), 77www(a). 15. Securities Exchange Act of 1934, 48 Stat.”

Browning Debenture Holders' Comm. v. DASA Corp., 454 F. Supp. 88 (S.D.N.Y. 1978). · cites it 4× “Trust Indenture Act of 1939, § 315(e), 15 U.S.C. § 77ooo (e). Plaintiffs’ claims have been thoroughly briefed, argued, and examined, and they have been found to be without merit.”

Blackrock Allocation Target Shares: Series S Portfolio v. Bank of New York Mellon, 180 F. Supp. 3d 246 (S.D.N.Y. 2016). · cites it 5× “3d at 611 ; see 15 U.S.C. § 77ooo(a)(l). Plaintiffs have no right of action under section 315(a).”

Caplin v. Marine Midland Grace Trust Co. of New York, 406 U.S. 416 (1972). · cites it 2× “§ 77jjj, and the duties and responsibilities of a trustee are enumerated in 15 U. S. C. § 77ooo. 15 The indenture giving rise to this litigation was qualified by the SEC pursuant to the Trust Indenture Act of 1939.”

Royal Park Investments SA/NV v. HSBC Bank USA, Nat'l Ass'n, 109 F. Supp. 3d 587 (S.D.N.Y. 2015). · cites it 2× “See also 15 U.S.C. § 77ooo(a). . 15 U.S.C. § 77000 (b).”

Browning Debenture Holders' Comm. v. Dasa Corp., 560 F.2d 1078 (2d Cir. 1977). · cites it 3× “Section 315(e) of the Trust Indenture Act, 15 U.S.C. § 77ooo (e), provides that a court “may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or…”

Show all 47 citing cases →

— 15 U.S.C. § 77ooo(a) — 11 cases

BlackRock Allocation Target Shares v. Wells Fargo Bank, 247 F. Supp. 3d 377 (S.D.N.Y. 2017). “See 15 U.S.C. § 77ooo; see also, e.g., Blackrock Allocation Target Shares: Series S Portfolio v.”

Semi-Tech Litig., LLC v. Bankers Trust Co., 353 F. Supp. 2d 460 (S.D.N.Y. 2005).

Royal Park Investments SA/NV v. HSBC Bank USA, Nat'l Ass'n, 109 F. Supp. 3d 587 (S.D.N.Y. 2015). “See also 15 U.S.C. § 77ooo(a). . 15 U.S.C. § 77000 (b).”

In Re Am. Cont'l Corp./Lincoln Sav. & Loan Sec. Litig., 794 F. Supp. 1424 (D. Ariz. 1992).

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). “¶42 (citing 15 U.S.C. § 77ooo(a) (alteration in Compl.”

— 15 U.S.C. § 77ooo(a)(1) — 5 cases

Fed. Sec. L. Rep. P 97,326 David Broad v. Rockwell Int'l Corp., 614 F.2d 418 (5th Cir. 1980).

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). “¶42 (citing 15 U.S.C. § 77ooo(a) (alteration in Compl.”

Semi-Tech Litig., LLC v. Bankers Trust Co., 353 F. Supp. 2d 460 (S.D.N.Y. 2005).

Elliott Assocs. v. J. Henry Schroder Bank & Trust Co., 838 F.2d 66 (2d Cir. 1988).

Nat'l Fair Hous. All. v. Deutsche Bank Nat'l Trust (N.D. Ill. 2018).

— 15 U.S.C. § 77ooo(a)(l) — 5 cases

Bank of New York v. Sunshine-Jr. Stores, Inc. (In Re Sunshine-Jr. Stores, Inc.), 456 F.3d 1291 (11th Cir. 2006). “” 15 U.S.C. § 77ooo(a)(l). The scope of the Indenture Trustee’s duties and liabilities, therefore, is dictated by the express terms *1309 of the Trust Indenture Agreement.”

Ret. Bd. of Policemen's Annuity & Benefit Fund v. Bank of New York Mellon, 914 F. Supp. 2d 422 (S.D.N.Y. 2012). “” 15 U.S.C. § 77ooo(a). Importantly, § 315(a) does not require a trustee to examine all evidence it might receive.”

Fed. Sec. L. Rep. P 96,874 First Interstate Bank of Denver, N.A. & Jack K. Naber v. Roy I. Pring & Cent. Bank & Trust Co. of Denver, 969 F.2d 891 (1st Cir. 1992).

Blackrock Allocation Target Shares: Series S Portfolio v. Bank of New York Mellon, 180 F. Supp. 3d 246 (S.D.N.Y. 2016). “3d at 611 ; see 15 U.S.C. § 77ooo(a)(l). Plaintiffs have no right of action under section 315(a).”

Zeffiro v. First Pennsylvania Banking & Trust Co., 473 F. Supp. 201 (E.D. Pa. 1979).

— 15 U.S.C. § 77ooo(b) — 9 cases

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). “¶42 (citing 15 U.S.C. § 77ooo(a) (alteration in Compl.”

Fixed Income Shares: Series M v. Citibank N.A., 130 F. Supp. 3d 842 (S.D.N.Y. 2015).

Policemen's Annuity & Benefit Fund v. Bank of Am., NA, 907 F. Supp. 2d 536 (S.D.N.Y. 2012).

Phoenix Light SF Ltd. v. Deutsche Bank Nat'l Trust Co., 172 F. Supp. 3d 700 (S.D.N.Y. 2016). “¶ 72; 15 U.S.C. § 77ooo(b), The plaintiffs argue that because Deutsche Bank failed to give notice of defaults and breaches of representations and warranties, Deutsche Bank violated the TIA.”

— 15 U.S.C. § 77ooo(c) — 12 cases

Oklahoma Police Pension & Ret. Sys. v. U.S. Bank Nat'l Ass'n, 291 F.R.D. 47 (S.D.N.Y. 2013). “¶42 (citing 15 U.S.C. § 77ooo(a) (alteration in Compl.”

LNC Investments, Inc. v. First Fid. Bank, Nat'l Ass'n, 935 F. Supp. 1333 (S.D.N.Y. 1996). “The trustees’ failure to do so, plaintiffs maintain, breached: (1) the prudent man requirement of the TIA, 15 U.S.C. § 77ooo(c) (1994), (2) the prudent man requirement of the agreement, §§ 9.”

Matter of Multiponics, Inc., 436 F. Supp. 1072 (E.D. La. 1977).

— 15 U.S.C. § 77ooo(d) — 4 cases

MeehanCombs Global Credit Opportunities Funds, LP v. Caesars Ent. Corp., 80 F. Supp. 3d 507 (S.D.N.Y. 2015).

Zeffiro v. First Pennsylvania Banking & Trust Co., 473 F. Supp. 201 (E.D. Pa. 1979).

Morris v. Cantor, 390 F. Supp. 817 (S.D.N.Y. 1975).

— 15 U.S.C. § 77ooo(d)(l) — 1 case

Browning Debenture Holders' Comm. v. DASA Corp., 454 F. Supp. 88 (S.D.N.Y. 1978). “Trust Indenture Act of 1939, § 315(e), 15 U.S.C. § 77ooo (e). Plaintiffs’ claims have been thoroughly briefed, argued, and examined, and they have been found to be without merit.”

— 15 U.S.C. § 77ooo(e) — 14 cases

Marek v. Chesny, 473 U.S. 1 (1985). “1171 , 1176, 15 U. S. C. §§77ooo(e), 77www(a). 15. Securities Exchange Act of 1934, 48 Stat.”

Kenny A. Ex Rel. Winn v. Perdue, 547 F.3d 1319 (11th Cir. 2008).

Ramos v. Lamm, 539 F. Supp. 730 (D. Colo. 1982).

Browning Debenture Holders' Comm. v. Dasa Corp., 560 F.2d 1078 (2d Cir. 1977). “Section 315(e) of the Trust Indenture Act, 15 U.S.C. § 77ooo (e), provides that a court “may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or…”

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