CUSTODY AGREEMENT
THIS CUSTODY AGREEMENT (the "Agreement"), is made as of October 4, 1996, by
and between ACCESSOR FUNDS, INC., a Maryland corporation (the "Fund"), and THE
FIFTH THIRD BANK, a banking company organized under the laws of the State of
Ohio (the "Custodian").
W I T N E S S E T H:
WHEREAS, the Fund desires that the Securities and cash of each of the
investment portfolios identified in Exhibit A hereto as may be amended from time
to time (such investment portfolios individually referred to herein as a
"Portfolio" and collectively as the "Portfolios"), be held and administered by
the Custodian pursuant to this Agreement; and
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(i) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Fund and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
1.1 "Authorized Person" means any Officer or other person duly authorized
by resolution of the Board of Directors to give Oral Instructions and Written
Instructions on behalf of the Fund and named in Exhibit B hereto or in such
resolutions of the Board of Directors, certified by an Officer, as may be
received by the Custodian from time to time.
1.2 "Board of Directors" shall mean the Directors from time to time serving
under the Fund Articles of Incorporation and By-Laws, as from time to time
amended.
1.3 "Book-Entry System" shall mean a federal book-entry system as provided
in Subpart O of Treasury Circular Xx. 000, 00 XXX 306, in Subpart B of 31 CFR
Part 350, or in such book-entry regulations of federal agencies as are
substantially in the form of such Subpart O.
1.4 "Business Day" shall mean any day recognized as a settlement day by The
New York Stock Exchange, Inc. and any other day for which the Portfolio computes
the net asset value of the Portfolio.
1.5 "NASD" shall mean The National Association of Securities Dealers, Inc.
1.6 "Officer" shall mean the President, any Vice President, the Secretary,
any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Fund.
1.7 "Oral Instructions" shall mean instructions orally transmitted to and
accepted by the Custodian because such instructions are: (i) given by an
Authorized Person or a person reasonably believed by the Custodian to be an
Authorized Person, (ii) recorded and kept among the records of the Custodian
made in the ordinary course of business and (iii) orally confirmed by the
Custodian. The Fund shall cause all Oral Instructions to be confirmed by Written
Instructions. If such Written Instructions confirming Oral Instructions are not
received by the Custodian prior to a transaction, it shall in no way affect the
validity of the transaction or the authorization thereof by the Fund. If Oral
Instructions vary from the Written Instructions which purport to confirm them,
the Custodian shall notify the Fund of such variance but such Oral Instructions
will govern unless the Custodian has not yet acted.
1.8 "Custody Account" shall mean any account in the name of the Fund, which
is provided for in Section 3.2 below.
1.9 "Proper Instructions" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.
1.10 "Securities Depository" shall mean The Participants Trust Company or
The Depository Trust Company and (provided that Custodian shall have received a
copy of a resolution of the Board of Directors, certified by an Officer,
specifically approving the use of such clearing agency as a depository for the
Fund) any other clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities and Exchange Act of 1934, as
amended (the "1934 Act"), which acts as a system for the central handling of
Securities where all Securities of any particular class or series of an issuer
deposited within the system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of the Securities.
1.11 "Securities" shall include, without limitation, common and preferred
stocks, bonds, call options, put options, debentures, notes, bank certificates
of deposit, bankers' acceptances, mortgage-backed securities, other money market
instruments or other obligations, and any certificates, receipts, warrants or
other instruments or documents representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any other rights or
interests therein, or any similar property or assets that the Custodian has the
facilities to clear and to service.
1.12 "Shares" shall mean the shares of beneficial interest issued by any
series or class of the Fund.
1.13 "Written Instructions" shall mean (i) written communications actually
received by the Custodian and signed by one or more persons as the Board of
Directors shall have from time to time authorized, or (ii) communications by fax
or any other such system from a person or persons reasonably believed by the
Custodian to be Authorized, or (iii) communications transmitted electronically
through the Institutional Delivery System (IDS), or any other similar electronic
instruction system acceptable to Custodian and approved by resolutions of the
Board of Directors, a copy of which, certified by an Officer, shall have been
delivered to the Custodian.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 Appointment. The Fund hereby constitutes and appoints the Custodian as
custodian of all Securities and cash owned by or in the possession of the
Portfolios specified on Exhibit A, as may be amended from time to time, at any
time during the period of this Agreement, provided that such Securities or cash
at all times shall be and remain the property of the Fund.
2.2 Acceptance. The Custodian hereby accepts appointment as such custodian
and agrees to perform the duties thereof as hereinafter set forth. The Custodian
agrees to comply with all applicable requirements of the 1940 Act and other
applicable securities laws, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
the Custodian hereunder. Except as specifically set forth herein, the Custodian
shall have no liability and assumes no responsibility for any non-compliance by
any Portfolio or the Fund of any laws, rules or regulations.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 Segregation. All Securities and non-cash property held by the Custodian
for the account of each Portfolio, except Securities maintained in a Securities
Depository or Book-Entry System, shall be physically segregated from other
Securities and non-cash property in the possession of the Custodian and shall be
identified as subject to this Agreement.
3.2 Custody Account. The Custodian shall open and maintain in its trust
department a custody account in the name of each Portfolio, subject only to
draft or order of the Custodian, in which the Custodian shall enter and carry
all Securities, cash and other assets of the Portfolio which are delivered to
it.
3.3 Appointment of Agents. (a) In its discretion, and with the approval of
the Board of Directors of the Fund, the Custodian may appoint, and at any time
remove any domestic bank or trust company, which is qualified to act as a
custodian under the 1940 Act, and the rules and regulations promulgated
thereunder and which has agreed to comply with such applicable rules and
regulations, as sub-custodian to hold Securities and cash of the Portfolios and
to carry out such other provisions of this Agreement as it may determine, and
may also open and maintain one or more banking accounts with such a bank or
trust company (any such accounts to be in the name of the Custodian and subject
only to its draft or order), provided, however, that the appointment of any such
agent shall not relieve the Custodian of any of its obligations or liabilities
under this Agreement and the Custodian shall hold the Fund and each Portfolio
harmless from its own acts or omissions, under the standards of care provided
for herein; (b) the Custodian shall not designate any sub-custodian for the
holding of securities or other assets outside the United States without the
specific written consent of the Board of Directors of the Fund or pursuant to
the Global Custody Addendum, attached hereto as Exhibit D and made a part hereof
by reference.
3.4 Delivery of Assets to Custodian. The Fund shall deliver, or cause to be
delivered, to the Custodian all of the Portfolios' Securities, cash and other
assets, including (a) all payments of income, payments of principal and capital
distributions received by the Portfolio with respect to such Securities, cash or
other assets owned by the Portfolio at any time during the period of this
Agreement, and (b) all cash received by the Portfolio for the issuance, at any
time during such period, of Shares. The Custodian shall not be responsible for
such Securities, cash or other assets until actually received by it.
3.5 Securities Depositories and Book-Entry Systems. The Custodian may
deposit and/or maintain Securities of the Portfolios in a Securities Depository
or in a Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of the Portfolios in any
Securities Depository or Book-Entry System, the Portfolio shall
deliver to the Custodian a resolution of the Board of Directors,
certified by an Officer, authorizing and instructing the Custodian on
an on-going basis to deposit in such Securities Depository or
Book-Entry System all Securities eligible for deposit therein and to
make use of such Securities Depository or Book-Entry System to the
extent possible and practical in connection with its performance
hereunder, including, without limitation, in connection with
settlements of purchases and sales of Securities, loans of Securities,
and deliveries and returns of collateral consisting of Securities. So
long as such Securities Depository or Book-Entry System shall continue
to be employed for the deposit of Securities of the Portfolios, the
Fund shall annually re-adopt such resolution and deliver a copy
thereof, certified by an Officer, to the Custodian.
(b) Securities of the Portfolio kept in a Book-Entry System or
Securities Depository shall be kept in an account ("Depository
Account") of the Custodian in such Book-Entry System or Securities
Depository which includes only assets held by the Custodian as a
fiduciary, custodian or otherwise for customers.
(c) The records of the Custodian and the Custodian's account on
the books of the Book-Entry System and Securities Depository as the
case may be, with respect to Securities of a Portfolio maintained in a
Book-Entry System or Securities Depository shall, by book-entry, or
otherwise identify such Securities as belonging to the Portfolio.
(d) If Securities purchased by the Portfolio are to be held in a
Book-Entry System or Securities Depository, the Custodian shall pay
for such Securities upon (i) receipt of advice from the Book-Entry
System or Securities Depository that such Securities have been
transferred to the Depository Account, and (ii) the making of an entry
on the records of the Custodian to reflect such payment and transfer
for the account of the Portfolio. If Securities sold by the Portfolio
are held in a Book-Entry System or Securities Depository, the
Custodian shall transfer such Securities upon (i) receipt of advice
from the Book-Entry System or Securities depository that payment for
such Securities has been transferred to the Depository Account, and
(ii) the making of an entry on the records of the Custodian to reflect
such transfer and payment for the account of the Portfolio.
(e) Upon request, the Custodian shall provide the Portfolio with
copies of any report (obtained by the Custodian from a Book-Entry
System or Securities Depository in which Securities of the Portfolio
is kept) on the internal accounting controls and procedures for
safeguarding Securities deposited in such Book-Entry System or
Securities Depository.
(f) Anything to the contrary in this Agreement notwithstanding,
the Custodian shall be liable to the Fund for any loss or damage to
the Fund resulting (i) from the use of a Book-Entry System or
Securities Depository by reason of any negligence or willful
misconduct on the part of Custodian or any sub-custodian appointed
pursuant to Section 3.3 above or any of its or their employees, or
(ii) from failure of Custodian or any such sub-custodian to enforce
effectively such rights as it may have against a Book-Entry System or
Securities Depository. At its election, the Fund shall be subrogated
to the rights of the Custodian with respect to any claim against a
Book-Entry System or Securities Depository or any other person for any
loss or damage to the Portfolios arising from the use of such
Book-Entry System or Securities Depository, if and to the extent that
the Fund has been made whole for any such loss or damage.
3.6 Disbursement of Moneys from Custody Accounts. Upon receipt of Written
Instructions, the Custodian shall disburse moneys from a Portfolio Custody
Account but only in the following cases:
(a) For the purchase of Securities for the Portfolio but only
upon compliance with Section 4.1 of this Agreement and only (i) in the
case of Securities (other than options on Securities, futures
contracts and options on futures contracts), against the delivery to
the Custodian (or any sub-custodian appointed pursuant to Section 3.3
above) of such Securities registered as provided in Section 3.9 below
in proper form for transfer, or if the purchase of such Securities is
effected through a Book-Entry System or Securities Depository, in
accordance with the conditions set forth in Section 3.5 above; (ii) in
the case of options on Securities, against delivery to the Custodian
(or such sub-custodian) of such receipts as are required by the
customs prevailing among dealers in such options; (iii) in the case of
futures contracts and options on futures contracts, against delivery
to the Custodian (or such sub-custodian) of evidence of title thereto
in favor of the Fund or any nominee referred to in Section 3.9 below;
and (iv) in the case of repurchase or reverse repurchase agreements
entered into between the Fund and a bank which is a member of the
Federal Reserve System or between the Fund and a primary dealer in
U.S. Government securities, against delivery of the purchased
Securities either in certificate form or through an entry crediting
the Custodian's account at a Book-Entry System or Securities
Depository for the account of the Portfolio with such Securities;
(b) In connection with the conversion, exchange or surrender, as
set forth in Section 3.7(f) below, of Securities owned by the
Portfolio;
(c) For the payment of any dividends or capital gain
distributions declared by the Portfolio;
(d) In payment of the redemption price of Shares as provided in
Section 5.1 below;
(e) For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments for the
account of a Portfolio: interest; taxes; administration, investment
management, investment advisory, accounting, auditing, transfer agent,
custodian, trustee and legal fees; and other operating expenses of a
Portfolio; in all cases, whether or not such expenses are to be in
whole or in part capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer registered
under the 1934 Act and a member of the NASD, relating to compliance
with rules of The Options Clearing Corporation and of any registered
national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection
with transactions by the Fund;
(g) For transfer in accordance with the provisions of any
agreement among the Fund, the Custodian, and a futures commission
merchant registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading Commission
and/or any contract market (or any similar organization or
organizations) regarding account deposits in connection with
transactions by the Fund;
(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including the
Custodian), which deposit or account has a term of one year or less;
and
(i) For any other proper purposes, but only upon receipt, in
addition to Proper Instructions, of a copy of a resolution of the
Board of Directors, certified by an Officer, specifying the amount and
purpose of such payment, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom such
payment is to be made.
3.7 Delivery of Securities from Portfolio Custody Accounts. Upon receipt of
Proper Instructions, the Custodian shall release and deliver Securities from a
Custody Account but only in the following cases:
(a) Upon the sale of Securities for the account of a Portfolio
but only against receipt of payment therefor in cash, by certified or
cashiers check or bank credit;
(b) In the case of a sale effected through a Book-Entry System or
Securities Depository, in accordance with the provisions of Section
3.5 above;
(c) To an Offeror's depository agent in connection with tender or
other similar offers for Securities of a Portfolio; provided that, in
any such case, the cash or other consideration is to be delivered to
the Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the
name of the Fund, the Custodian or any sub-custodian appointed
pursuant to Section 3.3 above, or of any nominee or nominees of any of
the foregoing, or (ii) for exchange for a different number of
certificates or other evidence representing the same aggregate face
amount or number of units; provided that, in any such case, the new
Securities are to be delivered to the Custodian;
(e) To the broker selling Securities, for examination in
accordance with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
issuer of such Securities, or pursuant to provisions for conversion
contained in such Securities, or pursuant to any deposit agreement,
including surrender or receipt of underlying Securities in connection
with the issuance or cancellation of depository receipts; provided
that, in any such case, the new Securities and cash, if any, are to be
delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase
or reverse repurchase agreement entered into by a Portfolio;
(h) In the case of warrants, rights or similar Securities, upon
the exercise thereof, provided that, in any such case, the new
Securities and cash, if any, are to be delivered to the Custodian;
(i) For delivery in connection with any loans of Securities of a
Portfolio, but only against receipt of such collateral as the Fund
shall have specified to the Custodian in Proper Instructions;
(j) For delivery as security in connection with any borrowings by
the Fund on behalf of a Portfolio requiring a pledge of assets by such
Portfolio, but only against receipt by the Custodian of the amounts
borrowed;
(k) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Fund
or a Portfolio;
(l) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer registered
under the 1934 Act and a member of the NASD, relating to compliance
with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar
organization or organizations) regarding escrow or other arrangements
in connection with transactions by the Fund on behalf of a Portfolio;
(m) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of a Portfolio, the Custodian, and
a futures commission merchant registered under the Commodity Exchange
Act, relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any contract market (or any similar
organization or organizations) regarding account deposits in
connection with transactions by the Fund on behalf of a Portfolio; or
(n) For any other proper corporate purposes, but only upon
receipt, in addition to Proper Instructions, of a copy of a resolution
of the Board of Directors, certified by an Officer, specifying the
Securities to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom delivery
of such Securities shall be made.
3.8 Actions Not Requiring Proper Instructions. Unless otherwise instructed
by the Fund, the Custodian shall with respect to all Securities held for a
Portfolio:
(a) Subject to Section 7.4 below, collect on a timely basis all
income and other payments to which the Fund is entitled either by law
or pursuant to custom in the securities business;
(b) Present for payment and, subject to Section 7.4 below,
collect on a timely basis the amount payable upon all Securities which
may mature or be called, redeemed, or retired, or otherwise become
payable;
(c) Endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form
for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the federal income tax laws or the
laws or regulations of any other taxing authority now or hereafter in
effect, and prepare and submit reports to the Internal Revenue Service
("IRS") and to the Fund at such time, in such manner and containing
such information as is prescribed by the IRS;
(f) Hold for a Portfolio, either directly or, with respect to
Securities held therein, through a Book-Entry System or Securities
Depository, all rights and similar securities issued with respect to
Securities of the Portfolio; and
(g) In general, and except as otherwise directed in Proper
Instructions, attend to all non-discretionary details in connection
with sale, exchange, substitution, purchase, transfer and other
dealings with Securities and assets of the Portfolio.
3.9 Registration and Transfer of Securities. All Securities held for a
Portfolio that are issued or issuable only in bearer form shall be held by the
Custodian in that form, provided that any such Securities shall be held in a
Book-Entry System for the account of the Fund on behalf of a Portfolio, if
eligible therefor. All other Securities held for a Portfolio may be registered
in the name of the Fund on behalf of such Portfolio, the Custodian, or any
sub-custodian appointed pursuant to Section 3.3 above, or in the name of any
nominee of any of them, or in the name of a Book-Entry System, Securities
Depository or any nominee of either thereof; provided, however, that such
Securities are held specifically for the account of the Fund on behalf of a
Portfolio. The Fund shall furnish to the Custodian appropriate instruments to
enable the Custodian to hold or deliver in proper form for transfer, or to
register in the name of any of the nominees hereinabove referred to or in the
name of a Book-Entry System or Securities Depository, any Securities registered
in the name of a Portfolio.
3.10 Records.
(a) The Custodian shall maintain, by Portfolio, complete and
accurate records with respect to Securities, cash or other property
held for the Fund, including (i) journals or other records of original
entry containing an itemized daily record in detail of all receipts
and deliveries of Securities and all receipts and disbursements of
cash; (ii) ledgers (or other records) reflecting (A) Securities in
transfer, (B) Securities in physical possession, (C) monies and
Securities borrowed and monies and Securities loaned (together with a
record of the collateral therefor and substitutions of such
collateral), (D) dividends and interest received, and (E) dividends
receivable and interest accrued; and (iii) cancelled checks and bank
records related thereto. The Custodian shall keep such other books and
records of the Fund as the Fund shall reasonably request, or as may be
required by the 1940 Act, including, but not limited to Section 3.1
and Rules 31a-1 and 31a-2 promulgated thereunder.
(b) All such books and records maintained by the Custodian shall
(i) be maintained in a form acceptable to the Fund and in compliance
with rules and regulations of the Securities and Exchange Commission,
(ii) be the property of the Fund and at all times during the regular
business hours of the Custodian be made available upon request for
inspection by duly authorized officers, employees or agents of the
Fund and employees or agents of the Securities and Exchange
Commission, and (iii) if required to be maintained by Rule 31a-1 under
the 1940 Act, be preserved for the periods prescribed in Rule 31a-2
under the 1940 Act.
(c) The Custodian agrees on its own behalf and that of its
employees to keep confidential all records of the Fund and information
relating to the Fund and its shareholders (past, present and future),
unless the release of such records or information is otherwise
consented to, in writing, by the Fund, except as otherwise provided in
this Agreement. The Fund agrees that such consent shall not be
unreasonably withheld and may not be withheld where the Custodian may
be exposed to civil or criminal contempt proceedings or when required
to divulge such information or records to duly constituted
authorities.
3.11 Portfolio Reports by Custodian. The Custodian shall furnish the Fund
with a daily activity statement by Portfolio and a summary of all transfers to
or from the Custody Account on the day following such transfers. At least
monthly and whenever reasonably required, the Custodian shall furnish the Fund
with a detailed statement, by Portfolio, of the Securities and moneys held for
the Fund under this Agreement.
3.12 Other Reports by Custodian. The Custodian shall provide the Fund with
such reports, as the Fund may reasonably request from time to time, on the
internal accounting controls and procedures for safeguarding Securities, which
are employed by the Custodian or any sub-custodian appointed pursuant to Section
3.3 above.
3.13 Proxies and Other Materials. The Custodian shall cause all proxies if
any, relating to Securities which are not registered in the name of a Portfolio,
to be promptly executed by the registered holder of such Securities, without
indication of the manner in which such proxies are to be voted, and shall
include all other proxy materials, if any, promptly deliver to the Fund such
proxies, all proxy soliciting materials, which should include all other proxy
materials, if any, and all notices to such Securities.
3.14 Information on Corporate Actions. Custodian will promptly notify the
Fund's fund accounting agent of corporate actions, limited to those Securities
registered in nominee name and to those Securities held at a Depository or
sub-custodian acting as agent for Custodian. Custodian will be responsible only
if the notice of such corporate actions is published by the Financial Daily Card
Service, X.X. Xxxxx Called Bond Service, DTC, or received by first class mail
from the agent. For market announcements not yet received and distributed by
Custodian's services, the Fund will inform its custody representative with
appropriate instructions. Custodian will, upon receipt of the Fund's response
within the required deadline, affect such action for receipt or payment for the
Fund. For those responses received after the deadline, Custodian will affect
such action for receipt or payment, subject to the limitations of the agent(s)
affecting such actions. Custodian will promptly notify the Fund for put options
only if the notice is received by first class mail from the agent. The Fund will
provide or cause to be provided to Custodian with all relevant information
contained in the prospectus for any security which has unique put/option
provisions and provide Custodian with specific tender instructions at least ten
business days prior to the beginning date of the tender period.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE PORTFOLIOS
4.1 Purchase of Securities. Promptly upon each purchase of Securities for
the Fund, Written Instructions shall be delivered to the Custodian, specifying
(a) the name of the issuer or writer of such Securities, and the title or other
description thereof (including CUSIP numbers), (b) the number of shares,
principal amount (and accrued interest, if any) or other units purchased, (c)
the date of purchase and settlement, (d) the purchase price per unit, (e) the
total amount payable upon such purchase, and (f) the name of the person to whom
such amount is payable. The Custodian shall upon receipt of such Securities
purchased by a Portfolio pay out of the moneys held for the account of such
Portfolio the total amount specified in such Written Instructions to the person
named therein. The Custodian shall not be under any obligation to pay out moneys
to cover the cost of a purchase of Securities for a Portfolio, if in the
relevant Custody Account there is insufficient cash available to the Portfolio
for which such purchase was made.
4.2 Liability for Payment in Advance of Receipt of Securities Purchased. In
any and every case where payment for the purchase of Securities for a Portfolio
is made by the Custodian in advance of receipt for the account of the Portfolio
of the Securities purchased but in the absence of specific Written or Oral
Instructions to so pay in advance, the Custodian shall be liable to the
Portfolio for such Securities to the same extent as if the Securities had been
received by the Custodian.
4.3 Sale of Securities. Promptly upon each sale of Securities by a
Portfolio, Written Instructions shall be delivered to the Custodian, specifying
(a) the name of the issuer or writer of such Securities, and the title or other
description thereof (including CUSIP numbers), (b) the number of shares,
principal amount (and accrued interest, if any), or other units sold, (c) the
date of sale and settlement (d) the sale price per unit, (e) the total amount
payable upon such sale, and (f) the person to whom such Securities are to be
delivered. Upon receipt of the total amount payable to the Fund as specified in
such Written Instructions, the Custodian shall deliver such Securities to the
person specified in such Written Instructions. Subject to the foregoing, the
Custodian may accept payment in such form as shall be satisfactory to it, and
may deliver Securities and arrange for payment in accordance with the customs
prevailing among dealers in Securities.
4.4 Delivery of Securities Sold. Notwithstanding Section 4.3 above or any
other provision of this Agreement, the Custodian, when instructed to deliver
Securities against payment, shall be entitled, if in accordance with generally
accepted market practice, to deliver such Securities prior to actual receipt of
final payment therefor. In any such case, the Fund shall bear the risk that
final payment for such Securities may not be made or that such Securities may be
returned or otherwise held or disposed of by or through the person to whom they
were delivered, and the Custodian shall have no liability for any of the
foregoing.
4.5 Payment for Securities Sold, etc. In its sole discretion and from time
to time, the Custodian may credit the relevant Custody Account, prior to actual
receipt of final payment thereof, with (i) proceeds from the sale of Securities
which it has been instructed to deliver against payment, (ii) proceeds from the
redemption of Securities or other assets of the Fund, and (iii) income from
cash, Securities or other assets of the Fund. Any such credit shall be
conditional upon actual receipt by Custodian of final payment and may be
reversed if final payment is not actually received in full. The Custodian may,
in its sole discretion and from time to time, permit the Fund to use Portfolios
so credited to its Custody Account in anticipation of actual receipt of final
payment. Any such funds shall be repayable immediately upon demand made by the
Custodian at any time prior to the actual receipt of all final payments in
anticipation of which funds were credited to the Custody Account.
4.6 Advances by Custodian for Settlement. The Custodian may, in its sole
discretion and from time to time, advance funds to the Fund to facilitate the
settlement of the Fund's transactions on behalf of a Portfolio in its Custody
Account. Any such advance shall be repayable immediately upon demand made by
Custodian.
ARTICLE V
REDEMPTION OF FUND SHARES
Transfer of Funds. From such funds as may be available for the purpose in
the relevant Custody Account, and upon receipt of Written Instructions sent from
the Fund's transfer agent specifying that the funds are required to redeem
Shares of a Portfolio, the Custodian shall wire each amount specified in such
Written Instructions to or through such bank as the Fund may designate with
respect to such amount in such Written Instructions. Upon effecting payment or
distribution in accordance with such Proper Instructions, the Custodian shall
not be under any obligation or have any responsibility thereafter with respect
to any such paying bank.
ARTICLE VI
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of each Portfolio,
into which account or accounts may be transferred cash and/or Securities,
including Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement among the
Fund, the Custodian and a broker-dealer registered under the 1934 Act
and a member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance
with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures
Trading commission or any registered contract market), or of any
similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund,
(b) for purposes of segregating cash or Securities in connection
with securities options purchased or written by a Portfolio or in
connection with financial futures contracts (or options thereon)
purchased or sold by a Portfolio,
(c) which constitute collateral for loans of Securities made by a
Portfolio,
(d) for purposes of compliance by the Fund with requirements
under the 1940 Act for the maintenance of segregated accounts by
registered investment companies in connection with reverse repurchase
agreements and when-issued, delayed delivery and firm commitment
transactions, and
(e) for other proper corporate purposes, but only upon receipt
of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors, certified by an Officer, setting
forth the purpose or purposes of such segregated account and declaring
such purposes to be proper corporate purposes.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 Standard of Care. The Custodian shall be held to the exercise of
reasonable care in carrying out its obligations under this Agreement, and shall
be without liability to the Fund for any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability or claim unless such loss,
damages, cost, expense, liability or claim arises from negligence, bad faith or
willful misconduct on its part or on the part of any sub-custodian appointed
pursuant to Section 3.3 above. In no event shall Custodian be liable for any
special, consequential, extraordinary or punitive damages, arising from the
performance or non-performance of Custodian under this Agreement, or Custodian's
failure to comply with any of the terms of this Agreement. The Custodian shall
be entitled to rely on and may act upon advice of counsel on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice. The Custodian shall promptly notify the Fund of any action taken
or omitted by the Custodian pursuant to advice of counsel. The Custodian shall
not be under any obligation at any time to ascertain whether the Fund is in
compliance with the 1940 Act, the regulations thereunder, the provisions of the
Fund's charter documents or by-laws, or its investment objectives and policies
as then in effect.
7.2 Actual Collection Required. The Custodian shall not be liable for, or
considered to be the custodian of, any cash belonging to the Fund or any money
represented by a check, draft or other instrument for the payment of money,
until the Custodian or its agents actually receive such cash or collect on such
instrument.
7.3 No Responsibility for title, etc. So long as and to the extent that it
is in the exercise of reasonable care, the Custodian shall not be responsible
for the title, validity or genuineness of any property or evidence of title
thereto received or delivered by it pursuant to this Agreement.
7.4 Limitation on Duty to Collect. Custodian shall not be required to
enforce collection, by legal means or otherwise, of any money or property due
and payable with respect to Securities held for the Fund if such Securities are
in default or payment is not made after due demand or presentation.
7.5 Reliance Upon Documents and Instructions. The Custodian shall be
entitled to rely upon any certificate, notice or other instrument in writing
received by it and reasonably believed by it to be genuine. The Custodian shall
be entitled to rely upon any Oral Instructions and/or any Written Instructions
actually received by it pursuant to this Agreement.
7.6 Express Duties Only. The Custodian shall have no duties or obligations
whatsoever except such duties and obligations as are specifically set forth in
this Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custodian.
7.7 Cooperation. The Custodian shall cooperate with and supply necessary
information, by the Fund, to the entity or entities appointed by the Fund to
keep the books of account of the Fund and/or compute the value of the assets of
the Fund. The Custodian shall take all such reasonable actions as the Fund may
from time to time request to enable the Fund to obtain, from year to year,
favorable opinions from the Fund's independent accountants with respect to the
Custodian's activities hereunder in connection with (a) the preparation of the
Fund's report on Form N-1A and Form N-SAR and any other reports required by the
Securities and Exchange Commission, and (b) the fulfillment by the Fund of any
other requirements of the Securities and Exchange Commission.
ARTICLE VIII
INDEMNIFICATION
8.1 Indemnification. The Fund shall indemnify and hold harmless the
Custodian from and against any loss, damage, cost, expense (including reasonable
attorneys' fees and disbursements), liability (including, without limitation,
liability arising under the applicable securities laws, and any state or foreign
securities and/or banking laws) or claim arising (a) from the status as a mere
record holder of securities in the Custody Account; or (b) from any action or
inaction by the Custodian upon Proper Instructions, or (c) from the performance
of its obligations under this Agreement; provided, however, that the Custodian
shall not be indemnified and held harmless from and against any such loss,
damage, cost, expense, liability or claim arising from the Custodian's
negligence, lack of good faith or willful misconduct.
8.2 Indemnity to be Provided. If the Fund requests the Custodian to take
any action with respect to Securities, which may, in the opinion of the
Custodian, result in the Custodian or its nominee becoming liable for the
payment of money or incurring liability of some other form, the Custodian shall
not be required to take such action until the Fund shall have provided indemnity
therefor to the Custodian in an amount and form satisfactory to the Custodian.
ARTICLE IX
FORCE MAJEURE
Neither the Custodian nor the Fund shall be liable for any failure or delay
in performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes, acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay shall use its best efforts to ameliorate the effects of any such
failure or delay, and provided further that such failure or delay is not caused
by the Custodian's own willful misfeasance, lack of good faith, negligence or
reckless disregard of duties under this Agreement.
ARTICLE X
DISASTER RECOVERY PLAN
The Custodian shall maintain in effect a disaster recovery plan, and enter
into any agreements necessary with appropriate parties making reasonable
provisions for emergency use of electronic data processing equipment customary
in the industry. In the event of equipment failures, the Custodian shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions. The Custodian shall have no liability with respect to the loss of
data or service interruptions caused by equipment failure provided such loss or
interruption is not caused by the Custodian's own willful misfeasance, gross
negligence, lack of good faith, or reckless disregard of its duties or
obligations under this Agreement.
ARTICLE XI
EFFECTIVE PERIOD; TERMINATION
11.1 Effective Period. This Agreement shall become effective as of the date
first set forth above and shall continue in full force and effect until
terminated as hereinafter provided.
11.2 Termination. Either party hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than sixty (60) days after the date of the
giving of such notice. If the service is terminated due to Custodian's failure
to meet its obligations under this Agreement after written notice documenting
such failure and reasonable opportunity to cure within 15 calendar days, then
from the date Notice of Termination is given, there will be no charges for
services, for a period not to exceed sixty (60) days. If a successor custodian
shall have been appointed by the Board of Directors, the Custodian shall, upon
receipt of a notice of acceptance by the successor custodian, on such specified
date of termination (a) deliver directly to the successor custodian all
Securities (other than Securities held in a Book-Entry System or Securities
Depository) and cash then owned by the Fund and held by the Custodian as
custodian, and (b) transfer any Securities held in a Book-Entry System or
Securities Depository to an account of or for the benefit of the Fund at the
successor custodian, provided that the Fund shall have paid to the Custodian all
fees, expenses and other amounts to the payment or reimbursement of which it
shall then be entitled. Upon such delivery and transfer, the Custodian shall be
relieved of all obligations under this Agreement. The Fund may at any time
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by regulatory authorities, or upon the
happening of a like event at the direction of an appropriate regulatory agency
or court of competent jurisdiction.
11.3 Failure to Appoint Successor Custodian. If a successor custodian is
not designated by the Fund on or before the date of termination specified
pursuant to Section 11.2 above, then the Custodian shall have the right to
deliver to a bank or trust company of its own selection, which is (a) a "Bank"
as defined in the 1940 Act, (b) has aggregate capital, surplus and undivided
profits as shown on its then most recent published report of not less than $25
million, and (c) is doing business in New York, New York, all Securities, cash
and other property held by Custodian under this Agreement and to transfer to an
account of or for the Fund at such bank or trust company all Securities of the
Fund held in a Book-Entry System or Securities Depository. Upon such delivery
and transfer, such bank or trust company shall be the successor custodian under
this Agreement and the Custodian shall be relieved of all obligations under this
Agreement. If, after reasonable inquiry, Custodian cannot find a successor
custodian as contemplated in this Section 11.3, then Custodian shall have the
right to deliver to the Fund all Securities and cash then owned by the Fund and
to transfer any Securities held in a Book-Entry System or Securities Depository
to an account of or for the Fund. Thereafter, the Fund shall be deemed to be its
own custodian with respect to the Fund and the Custodian shall be relieved of
all obligations under this Agreement.
ARTICLE XII
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation which shall be paid monthly
after the last business day of each calendar month, with the first payment for
the calendar month following any activity. Custodian is hereby authorized to
charge the Account for such fees after review and approval by the Fund. The fees
and other charges in effect on the date hereof and applicable to the Portfolios
are set forth in Exhibit C attached hereto, as may be amended from time to time,
and shall remain in effect for a period of five years from the effective date of
this Agreement, except such pricing shall not apply to any global custody
services, the fees for which are set forth on Schedule B of the Global Custody
Addendum attached hereto.
ARTICLE XIII
LIMITATION OF LIABILITY
All persons dealing with any of the Portfolios of the Fund must look solely
to the assets of the Fund belonging to such Portfolio for the enforcement of any
claims against the Funds.
ARTICLE XIV
NOTICES
Unless otherwise specified herein, all demands, notices, instructions, and
other communications to be given hereunder shall be in writing and shall be sent
or delivered to the recipient at the address set forth after its name herein
below:
To the Fund: With a copy to:
Accessor Funds, Inc. Xxxx X. Xxxxxx, Esq.
0000 Xxxxx Xxxxxx, #0000 Xxxxx, Xxxxx & Xxxxx
Xxxxxxx, XX 00000 0000 Xxxxxxxx
Xxxx: Xxxxxxxx X. Xxx Xxx Xxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
To the Custodian:
The Fifth Third Bank
00 Xxxxxxxx Xxxxxx Xxxxx
Mail Drop 1090E5
Xxxxxxxxxx, Xxxx 00000
Attn: Mutual Fund Client Services
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII. Writing shall include
transmission by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
ARTICLE XV
MISCELLANEOUS
15.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
15.2 References to Custodian. The Fund shall not circulate any printed
matter which contains any reference to Custodian without the prior written
approval of Custodian, excepting printed matter contained in the prospectus or
statement of additional information or its registration statement for the Fund
and such other printed matter as merely identifies Custodian as custodian for
the Fund. The Fund shall submit printed matter requiring approval to Custodian
in draft form, allowing sufficient time for review by Custodian and its counsel
prior to any deadline for printing.
15.3 No Waiver. No failure by either party hereto to exercise and no delay
by such party in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by either party hereto of any right hereunder shall not
preclude the exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or in equity.
15.4 Amendments. This Agreement cannot be changed orally and no amendment
to this Agreement shall be effective unless evidenced by an instrument in
writing executed by the parties hereto.
15.5 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
15.6 Severability. If any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions shall not be affected or
impaired thereby.
15.7 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be assignable by
either party hereto without the written consent of the other party hereto.
15.8 Headings. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed and delivered in its name and on its behalf by its representatives
thereunto duly authorized, all as of the day and year first above written.
ATTEST: ACCESSOR FUNDS, INC.
By:/s/J. Xxxxxxx Xxxxxxx
J. Xxxxxxx Xxxxxxx
President
ATTEST: THE FIFTH THIRD BANK
By:/s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Vice President
EXHIBIT A
TO THE CUSTODY AGREEMENT BETWEEN
ACCESSOR FUNDS, INC. AND THE FIFTH THIRD BANK
October 4, 1996
Name of Portfolio Date
----------------- ----
Growth Portfolio November 18, 1996
Value and Income Portfolio November 18, 1996
Small to Mid Cap Portfolio November 18, 1996
International Equity Portfolio November 18, 1996
Intermediate Fixed - Income Portfolio October 7, 1996
Short-Intermediate Fixed - Income Portfolio October 7, 1996
Mortgage Securities Portfolio November 18, 1996
U.S. Government Money Portfolio October 7, 1996
ACCESSOR FUNDS, INC.
By:/s/ J. Xxxxxx Xxxxxxx III
----------------------------
J. Xxxxxxx Xxxxxxx, III
President
THE FIFTH THIRD BANK
By:/s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
Vice President
EXHIBIT B
TO THE CUSTODY AGREEMENT BETWEEN
ACCESSOR FUNDS, INC. AND THE FIFTH THIRD BANK
October 4, 1996
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Fund to administer each Custody Account.
ALL PORTFOLIOS
Name Signature
Xxxxxxxx X. Xxx ___________________________
Xxxxx Xxxx Xxxx ___________________________
J. Xxxxxxx Xxxxxxx, III ___________________________
Xxxxx X. Xxxxxxx ___________________________
Xxxxxx X. Xxxxxx ___________________________
SIGNATURE RESOLUTION
RESOLVED, That all of the following officers of Accessor Funds, Inc. and any of
them, namely the President, Vice President, Secretary and Treasurer, are hereby
authorized as signers for the conduct of business for and on behalf of the
Portfolios with THE FIFTH THIRD BANK:
J. Xxxxxxx Xxxxxxx, III PRESIDENT
Xxxxxx X. Xxxxxx VICE PRESIDENT
Xxxxxxxx X. Xxx TREASURER
Xxxxx X. Xxxxxxx SECRETARY
In addition, the following Assistant Secretary is authorized to sign on behalf
of the Fund for the purpose of effecting securities transactions:
Xxxxx Xxxx Xxxx ASSISTANT SECRETARY
The undersigned officers of Accessor Funds, Inc. hereby certify that the
foregoing is within the parameters of a Resolution adopted by Directors of the
Fund in a meeting held August 19, 1996, directing and authorizing preparation of
documents and to do everything necessary to effect the Custody Agreement between
Accessor Funds, Inc. and THE FIFTH THIRD BANK.
ACCESSOR FUNDS, INC.
By: /s/ J. Xxxxxxx Xxxxxxx III
------------------------------
President
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Secretary
EXHIBIT C
TO THE CUSTODY AGREEMENT BETWEEN
ACCESSOR FUNDS, INC. AND THE FIFTH THIRD BANK
October 4, 1996
MUTUAL FUND CUSTODY FEE SCHEDULE
BASIC ACCOUNT CHARGE
Market Value Charge - All Asset levels .0025%
TRANSACTION FEES
DTC/FED Eligible Trades $ 9.00
DTC/FED Ineligible Trades $ 25.00
Amortized Security Trades $ 25.00
Repurchase Agreements with Fifth Third (purchase and maturity) $No Charge
Third Party Repos (purchase and maturity) $ 11.00
Physical Commercial Paper Trades
(purchase and maturity) $ 25.00
Book-Entry Commercial Paper Trades
(purchase and maturity) $ 9.00
Options, each transaction $ 25.00
Amortized Security Receipts $ 25.00
A transaction is a purchase, sale, maturity, redemption, tender, exchange,
dividend reinvestment, deposit or withdrawal of a security (with the exception
of Fifth Third Certificates of Deposit, Commercial Paper & Repo's).
MISCELLANEOUS FEES
Wire Transfers $ 7.00
Check Disbursements $ 6.00
FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
This GLOBAL CUSTODY ADDENDUM (the "Addendum") dated as of October 4, 1996,
by and between ACCESSOR FUNDS, INC., a Maryland corporation (the "Fund"), and
THE FIFTH THIRD BANK, a banking corporation organized pursuant to the laws of
the State of Ohio (the "Custodian"), is made as an addendum to the Custody
Agreement dated October 4, 1996, (the "Custody Agreement") between the Fund and
Custodian;
WHEREAS, Custodian has been appointed by the Fund as the Custodian of the
Assets of the Portfolios of the Fund and the Fund desires to establish one or
more custody accounts through Custodian for global custody;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
and covenants contained herein, the parties hereto agree as follows:
1. Appointment of Custodian as Global Custodian. Custodian is hereby
authorized and directed to, and shall, open and maintain one or more custody
accounts (each, the "Account" or collectively, the "Accounts") in such name or
names as the Fund may, from time to time, direct; and will accept, in accordance
with the terms hereof, all cash and currency (collectively referred to herein as
"Cash") and all securities, instruments and other intangible assets as may be
agreed upon by Custodian and the Fund which shall from time to time be delivered
to or received by it or any sub-custodian in the United States or in a country
approved by the Fund for deposit in or otherwise held in the Account
(collectively referred to herein as "Securities") (Cash and Securities are
collectively referred to herein as "Assets"). Custodian assumes no obligation to
review investments in the Account or to recommend the purchase, retention or
sale of any Assets unless provided for by a separate written agreement between
the parties. Custodian may delegate its global custody duties to a sub-custodian
(the "Sub-custodian") with the approval of the Board of Directors of the Fund.
2. Maintenance of Assets Outside the United States. The Fund hereby
authorizes and instructs the Custodian to employ as sub-custodians, for the
Portfolios' Assets maintained outside the United States, the foreign banking
institutions and foreign securities depositories designated on Schedule A hereto
(the "Foreign Sub-custodians"). Upon receipt of Proper Instructions, together
with a certified resolution of the Fund's Board of Directors, the Custodian and
the Fund may agree to amend Schedule A hereto from time to time to designate
additional foreign banking institutions and foreign securities depositories to
act as Foreign Sub-custodians. Upon receipt of Proper Instructions, the Fund may
instruct the Custodian to cease the employment of any one or more such Foreign
Sub-custodians for maintaining custody of the Portfolios' Assets.
3. Foreign Sub-custodians. Assets of the Fund shall at all times be
maintained in custody of an "Eligible Foreign Custodian" as defined in the 1940
Act or the rules and regulations promulgated thereunder. With respect to holding
Assets with an Eligible Foreign Custodian, it is expressly understood and agreed
that:
(a) Custodian will endeavor, to the extent feasible, to hold
Securities in the country or other jurisdiction in which the principal
trading market for such Securities is located, where such Securities are to
be presented for cancellation and/or payment and/or registration, or where
such Securities are acquired;
(b) Cash which is maintained in a foreign country will be in any
currency which may be legally held in such country and may be held in
non-interest bearing accounts;
(c) Foreign Sub-custodians may hold Securities in central securities
depositories or clearing agencies in which such participates;
(d) The Custodian shall identify on its books as belonging to each
applicable Portfolio of the Fund, the foreign securities of such Portfolios
held by each Foreign Sub-custodian. Unless otherwise required by local law
or practice, a particular sub-custodian agreement, or expressly instructed
by the Fund, Assets deposited with a Foreign Sub-custodian will be held in
a commingled account in the name of Custodian or its designee Sub-custodian
as custodian for its customers;
(e) Settlement of and payment for Securities received for, and
delivered from the Account may be made in accordance with the customary or
established securities trading or securities processing practices and
procedures in the jurisdiction or market in which the transaction occurs,
including without limitation, the delivery of Securities to a purchaser,
broker, dealer or their prospective agents either against a receipt for
future payment or without any payment (so-called "free delivery"); and
(f) The Fund is solely responsible for the payment of and the
reclamation, where applicable, of taxes. Custodian will, however, cooperate
with the Fund in connection with the Fund's payment or reclamation of taxes
and shall make the necessary filings in connection with obtaining tax
exemptions and tax reclamations which are available to the Fund.
4. Powers of Custodian.
(a) General Powers. Subject to and in accordance with the Fund's
Proper Instructions, Custodian, as the Fund's agent, and for the account
and risk of the Fund, is hereby authorized and empowered, with respect to
Securities held outside the United States with Foreign Sub-custodians, to
authorize and empower Foreign Sub-custodians to:
(i) receive and deliver Assets;
(ii) receive all payments of principal, interest, dividends and
other income and distributions payable with respect to Assets;
(iii) exchange Securities in temporary or bearer form for
Securities in definitive or registered form; effect an exchange of
shares where the par value of stock is changed; and surrender
Securities at maturity or earlier when advised of a call for
redemption (provided, however, that Custodian shall not be liable for
failure to so exchange or surrender any security or take other action
(A) if notice of such exchange or call for redemption or other action
was not actually received by Custodian from the issuer (with respect
to Securities issued in the United States) or from one of the
nationally or internationally recognized bond or corporate action
services to which Custodian subscribes or from the Fund or (B) if, at
the time of deposit, any Security so deposited is subject to call,
exchange, redemption or similar action, unless specifically instructed
to do so by the Fund);
(iv) hold Assets (A) in its vaults, (B) at a domestic or foreign
entity that provides handling, clearing or safekeeping service, (C)
with issuer in non-certificated form, (D) on Federal Book Entry at the
Federal Reserve Custodian or (E) with the prior approval of the Fund
at any other location;
(v) register and/or hold Assets in the name of any nominee of
Custodian or its Foreign Sub-custodians or any of their respective
nominees or any authorized agent, subsidiary or other entity,
including (without limiting the generality of the foregoing) the
nominee of any central depository, clearing corporation or other
entity with which securities may be deposited (and the Fund hereby
indemnifies and holds harmless Custodian and any such nominee against
any liability as a holder of record);
(vi) hold any investment in bearer form;
(vii) in connection with the receipt of Assets, accept documents
in lieu of such Assets as long as such documents contain the agreement
of the issuer thereof to hold such Assets subject to Custodian's sole
order;
(viii) make, execute, acknowledge and deliver as agent, any and
all documents or instruments (including but not limited to all
declarations, affidavits and certificates of ownership) that may be
necessary or appropriate to carry out the powers granted herein;
(ix) employ and consult with, and obtain advice from, suitable
agents, including auditors and legal counsel (who may be counsel to
the Fund or the Custodian or other advisers), and Custodian shall
incur no liability in acting in good faith in accordance with the
reasonable advice and opinion of such agents or advisers;
(x) make any payments incidental to or in connection with this
paragraph 3(a); and
(xi) exercise all other rights and powers and to take any action
it deems necessary in carrying out the purposes of this Agreement.
(b) Discretionary Corporate Action. Whenever Custodian receives
information concerning the Securities or instruments (including, but not
limited to, warrants, options, tenders, options to tender or non-mandatory
puts or calls) which requires discretionary action by the beneficial owner
of the Securities (other than a proxy) such as subscription rights, bonus
issues, stock repurchase plans and rights offerings, or legal notice of the
material intended to be transmitted to securities holders, or which confer
optional rights on the Fund or provide for discretionary action or
alternative courses of action by the Fund ("Corporate Actions"), Custodian
shall promptly give the Fund notice of such Corporate Actions to the extent
that Custodian has actual knowledge of a Corporate Action. The Fund shall
be responsible for making any decisions relating thereto and for
instructing Custodian to act. In order for Custodian to act, it must
receive the Fund's Proper Instructions at Custodian's offices, addressed as
Custodian may from time to time request, by no later than noon (Eastern
Standard Time) at least two (2) business days prior to the last scheduled
date to act with respect to such Securities or instruments (or such earlier
date or time as Custodian may notify the Fund). Absent Custodian's timely
receipt of such instruction, Custodian shall not be liable for failure to
take any action relating to or to exercise any rights conferred by such
Securities or instruments.
(c) Voting. With respect to all Securities, however registered, the
voting rights are to be exercised by the Fund or its designee. With respect
to Securities issued in the United States, Custodian's only duty shall be
to mail to the Fund any documents (including proxy statements, annual
reports and signed proxies) relating to the exercise of such voting rights.
With respect to Securities issued outside the United States at the request
of the Fund, Custodian will provide the Fund with access to a provider of
global proxy services. If the Fund determines not to utilize the services
of such global proxy services provider, Custodian will provide the Fund
with proxy material actually received by Custodian from Sub-custodians, but
otherwise shall have no obligations with respect to voting.
(d) Foreign Exchange Transactions. Custodian, as principal, is
authorized to enter into spot or forward foreign exchange contracts with
the Fund and may provide such foreign exchange services to the Fund through
Foreign Sub-custodians. Instructions, including standing instructions, may
be issued with respect to such contracts, but Custodian may establish rules
or limitations concerning any foreign exchange facility made available to
the Fund. In all cases where Custodian or Foreign Sub-custodians enter into
foreign exchange contracts relating to the Account, the terms and
conditions of such foreign exchange contracts shall apply to such
transaction. Neither Custodian nor any Foreign Sub-custodian shall be
liable for any fluctuations or changes in foreign exchange rates, which
shall be the sole risk and liability of the Fund.
5. Agreements with Foreign Sub-custodians. Each agreement with a Foreign
Sub-custodian shall be substantially in the form previously made available to
the Fund and shall provide that:
(a) the assets of each Portfolio will not be subject to any right,
charge, security interest, lien or claim of any kind in favor of the
foreign sub-custodian or its creditors or agent, except a claim of payment
for their safe custody or administration;
(b) beneficial ownership of the assets of each Portfolio will be
freely transferable without the payment of money or value other than for
custody or administration;
(c) adequate records will be maintained separately identifying the
assets as belonging to each applicable Portfolio;
(d) officers of or auditors employed by, or other representatives of
the Fund and any sub-custodian, including to the extent permitted under
applicable law the independent public accountants for the Fund, will be
given access to the books and records of the Foreign Sub-custodian relating
to its actions under its agreement with Custodian or Sub-custodian; and
(e) Assets of the Portfolios held by the Foreign Sub-custodian will be
subject only to the instructions of the Custodian or its agents.
6. Transactions in Foreign Custody Account.
(a) Except as otherwise provided in Paragraph (b) of this Section 6,
the provisions of Section 3 of the Custody Agreement shall apply, equally
to the Assets of the Fund held outside the United States by a Foreign
Sub-custodian.
(b) Notwithstanding any provision of this Addendum to the contrary,
settlement and payment for Securities received for the account of each
applicable Portfolio and delivery of Securities maintained for the account
of each applicable Portfolio may be effected in accordance with the
customary established securities trading or securities processing practices
and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser
or dealer) against a receipt with expectation of receiving later payment
for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a Foreign Sub-custodian
may be maintained in the name of such entity's nominee to the same extent
as set forth in Section 3 of this Addendum, and the Fund agrees to hold any
such nominee harmless from any liability as a holder of record of such
securities.
7. Liability of Foreign Sub-custodians. Each agreement pursuant to which
the Custodian or its Sub-custodian employs a foreign banking institution as a
Foreign Sub-custodian shall require the institution to exercise a reasonable
standard of care as is customary in such country in the performance of its
duties and to indemnify, and hold harmless, the Custodian and any Sub-custodian
for the benefit of the Fund for and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the institution's
performance of such obligations. At the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with respect to any
claims against a Foreign Sub-custodian as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent that the Fund has
not been made whole for any such loss, damage, cost, expense, liability or
claim.
8. Tax Law. The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Fund or any Foreign Sub-custodian by
the tax law of the United States of America or any state or political
subdivision thereof. It shall be the responsibility of the Custodian to notify
the Fund of the obligations imposed on the Fund or any Sub-custodian or Foreign
Sub-custodian by the tax law of jurisdictions other than those mentioned in the
above sentence, including responsibility for withholding and other taxes,
assessments or other governmental charges, certifications and governmental
reporting. Custodian shall use reasonable efforts to assist the Fund with
respect to any claim for exemption or refund.
9. Compensation, Fees, Expenses and Taxes.
(a) In consideration of the services to be rendered pursuant to this
Addendum, the Fund shall compensate Custodian in accordance with and
pursuant to the Fee Schedule annexed hereto as Schedule B, which Fee
Schedule may be amended from time to time upon thirty (30) days' prior
written notice to the Fund.
(b) Fees and reimbursement for costs and expenses shall be paid
monthly after the last business day of each calendar month, with the first
payment for the calendar month following any activity. Custodian is hereby
authorized to charge the Account for such fees, costs and expenses after
review and approval by the Fund.
(c) In the event services are rendered for less than a calendar month
or this Addendum is terminated prior to the end of a calendar month, the
Fund shall pay Custodian's fee prorated for the portion of the calendar
month such services are rendered, plus any costs and expenses incurred by
Custodian for the Fund's Account up to or subsequent to the date of
termination.
10. Limitation of Liability; Indemnification.
(a) The Custodian shall be liable for the acts or omissions of its
Sub-custodian and Foreign Sub-custodians to the same extent as set forth
with respect to sub-custodians generally in the Custody Agreement,
regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S.
bank as contemplated by this Addendum. In no event shall Custodian or any
Sub-custodian be liable (i) for acting in accordance with Proper
Instructions from Fund, (ii) for special or consequential damages, (iii)
for holding Assets in any particular country, including, but not limited
to, loss, damage, cost, expense, liability or claim resulting from
nationalization, expropriation, currency restrictions, or acts of war or
terrorism or any loss where the Custodian, Sub-custodian or Foreign
Sub-custodian has otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of this paragraph, in delegating custody duties to a
Sub-custodian or Foreign Sub-custodian, the Custodian shall not be relieved
of any responsibility to the Fund for any loss due to such delegation,
except such loss as may result from political risk (including but not
limited to, exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) or other
losses (excluding bankruptcy or insolvency of a Foreign Sub-custodian not
caused by political risk) due to Acts of God, nuclear incident or other
losses under circumstances where the Custodian and a Sub-custodian or
Foreign Sub-custodian have exercised reasonable care.
(b) The Fund shall indemnify Custodian and hold it harmless against
any losses, damages, cost or expenses (including reasonable attorneys' fees
and disbursements), liability (including, without limitation, liability
arising under the applicable securities laws, and any state or foreign
securities and/or banking laws) or claim arising (i) from the status as a
mere record holder of securities in the Account; or (ii) from any action or
inaction by the Custodian upon Proper Instructions in connection with this
Addendum, or (iii) from the performance of its obligations under this
Addendum, provided, however, that nothing contained herein shall limit or
in any way impair the right of the Custodian to indemnification under any
other provision of the Custody Agreement and further provided that the
Custodian shall not be indemnified and held harmless from and against any
such loss damage, cost, expense, liability or claim arising from the
Custodian's negligence, lack of good faith or willful misconduct.
(c) The Fund understands that, due to certain foreign market
practices, when a Sub-custodian or Foreign Sub-custodian is instructed to
deliver Assets against payment, it may deliver such Assets prior to
actually receiving final payment and that, as a matter of bookkeeping
convenience, it may credit Fund's Account with anticipated proceeds of sale
prior to actual receipt of final payment. All credits to the Account of the
Fund of anticipated proceeds of sales and redemptions of Assets and of
anticipated income from Assets shall be conditional upon receipt of final
payment and may be reversed to the extent final payment is not received. In
the event that Custodian in its description advances funds to Fund to
facilitate the settlement of any transaction, or elects to permit Fund to
use funds credited to the Account in anticipation of final payment, Fund
shall reimburse Custodian for such amounts plus any interest thereon.
11. Reports; Statements of Account; Computer Services. Custodian shall
provide the Fund on a periodic basis with Statements of Assets in the Account
("Statement of Assets") and Statements of Account showing all transactions in
the Account ("Statement of Account"). Statement of Assets, Statement of Account
and Confirmations shall identify the Assets held, and transactions involving,
each Foreign Sub-custodian. The Custodian will supply to the Fund from time to
time, as mutually agreed upon, statements in respect of the Assets of the
Portfolio(s) held by Foreign Sub-custodians, including but not limited to an
identification of entities having possession of the Portfolio(s) Assets and
advices or notifications of any transfers of Assets to or from each custodian
account maintained by a foreign banking institution for the Custodian on behalf
of each applicable Portfolio indicating, as to Securities acquired for a
Portfolio, the identity of the entity having physical possession of such
Securities.
12. Reimbursement for Advances. If the Fund requires the Custodian to
advance cash or securities for any purpose for the benefit of a Portfolio
including the purchase or sale of foreign exchange or of contracts for foreign
exchange, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Addendum, except such as may arise from
Custodian's or Custodian's nominee's own negligent action, negligent failure to
act or willful misconduct, any Assets at any time held for the Account of the
applicable Portfolio shall be security therefor and should the Fund fail to
repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of such Portfolios' Assets to the extent necessary
to obtain reimbursement.
13. Monitoring Responsibilities. The Custodian shall furnish annually to
the Fund, information concerning the Foreign Sub-custodians employed hereunder
for use by the Fund in evaluating such Foreign Sub-custodians to ensure
compliance with the requirements of Rule 17f-5 of the 1940 Act. In addition, the
Custodian shall promptly inform the Fund in the event that the Custodian is
notified by a selected Foreign Sub-custodian that there appears to be a
substantial likelihood that its shareholders' equity will decline below $200
million (U.S. dollars or the equivalent thereof) or that its shareholders'
equity has declined below $200 million (in each case computed in accordance with
generally accepted U.S. accounting principles) or any other capital adequacy
test applicable to it by exemptive order, or if the Custodian has actual
knowledge of any material loss of the assets of the Fund held by a Foreign
Sub-custodian.
14. Insurance The Custodian shall use the same care with respect to the
safekeeping of Portfolio Assets and cash of the Fund held by it as it uses in
respect of its own similar property but it need not maintain any special
insurance for the benefit of the Fund.
15. Notices, Instructions and Other Communications. Unless otherwise
specified herein, all Statements of Assets, Statements of Account and
Confirmations shall be in writing and all notices, instructions or other
communications may be given either orally or in writing (including by tested
telex, telecopy or other electronic transmission, which may include Trade
Reports issued by the Institutions Delivery System or Depository Trust Company).
All Statements of Assets, Statements of Account, Confirmations, notices,
instructions and other communications shall be delivered to the address (post
office, telephone, telex or other electronic address) set forth on Schedule C
annexed hereto, which address may be changed upon thirty (30) days' prior
written notice to the other party. The Fund shall furnish, and shall cause each
Investment Manager to furnish, to Custodian a certificate indicating those
person who are authorized to give Custodian instructions hereunder and with
specimen signatures of such person. Custodian is authorized to comply with and
rely upon any such notices, instructions or other communications believed by it
to have been sent or given by an authorized person. Custodian's understanding of
any oral notice, instruction or other communication shall be deemed controlling
(whether given or received by Custodian), notwithstanding any discrepancy
between such understanding and any subsequent confirming document or
communication.
16. Appointment of Investment Manager. The Fund may, from time to time,
appoint one or more investment managers (each an "Investment Manager") to manage
the Assets in the Account, to vote Securities in the Account, to purchase, sell
or otherwise acquire or dispose of Assets in the Account, and to engage in
foreign exchange transactions on behalf of the Fund. Upon receipt of notice of
the appointment of any Investment Manager, which notice shall be annexed hereto
as Schedule D (as such Schedule may be amended from time to time by the Fund),
and except as otherwise provided herein, Custodian is to rely upon and comply
with (and shall have no liability for relying upon and complying with) Proper
Instructions and directions from the Investment Manager (including instructions
and directions with respect to the voting of Securities in the Account, the
purchase, sale or other acquisition or disposition of Assets in the Account and
the furnishing of information and records relating to the Account to the
Investment Manager) to the same extent as if such instructions and directions
were given by the Fund and Custodian shall have no duty or obligation to
determine the propriety or appropriateness of such instructions or directions.
Any such appointment shall remain in full force and effect unless and until
Custodian receive written notice from the Fund to the contrary.
17. Termination. This Addendum shall be continuing and shall remain in full
force and effect until terminated by Custodian or the Fund upon the termination
of the Custody Agreement between the Fund and Custodian.
18. Assignment. Neither Custodian nor the Fund shall assign this Addendum
without first obtaining the written consent of the other party hereto.
19. Headings and Capital Terms. The section and paragraph headings
contained herein are for convenience and reference only and are not intended to
define or limit the scope of any provision of this Agreement. All capitalized
terms used in this Addendum but not defined shall have the meanings assigned to
such terms in the Custody Agreement.
20. Entire Agreement; Amendment. This Addendum shall constitute the entire
agreement of the parties with respect to the subject matter and supersedes all
prior oral or written agreements in regard thereto. Except as otherwise
provided, this Addendum may be amended only by an instrument in writing duly
executed by both parties hereto.
21. Governing Law; Jurisdiction; Certain Waivers.
(a) This Addendum shall be interpreted and construed in accordance
with the internal substantive laws (and not the choice of law rules) of the
State of New York.
(b) The invalidity, illegality or unenforceability of any provision of
this Addendum shall in no away affect the validity, legality or
enforceability of any other provision; and if any provision is held to be
unenforceable as a matter of law, the other provisions shall not be
affected thereby and shall remain in full force and effect.
22. Rights and Remedies. The rights and remedies conferred upon the parties
hereto shall be cumulative, and the exercise of waiver of any such rights or
remedy shall not preclude or inhibit the exercise or any additional rights or
remedies. The waiver of any right or remedy hereunder shall not preclude or
inhibit the subsequent exercise of such right or remedy.
IN WITNESS WHEREOF, this Addendum has been executed and attested as of the
day and year first above written, by the duly authorized officers of the Fund
and Custodian.
Attest: ACCESSOR FUNDS, INC.
/s/Xxxxx X. Xxxxxxx By: /s/J. Xxxxxxx Xxxxxxx
------------------- -------------------------
Xxxxx X. Xxxxxxx J. Xxxxxxx Xxxxxxx
Secretary President
Attest: THE FIFTH THIRD BANK
By:/s/Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE A
THE FIFTH THIRD BANK
GLOBAL CUSTODY NETWORK
STATE STREET BANK AND TRUST COMPANY, GLOBAL SUB-CUSTODIAN
COUNTRIES AND FOREIGN SUB-CUSTODIANS
FOR
THE ACCESSOR FUNDS, INC.
October 4, 1996
COUNTRY SUB-CUSTODIAN
Argentina Citibank, Buenos Aires Branch
Australia Westpac Banking Corp, Sydney
Austria GiroCreditBank, AG der Sparkassen, Vienna
Bangladesh Standard Chartered Bank, Dhaka Branch
Belgium Generale Banque, Brussels
Bolivia Banco Boliviano Americano, La Paz
Botswana Barclays Bank of Botswana Limited (BBBL), Gaborone (80.4%
owned by Barclays Bank Plc. U.K.)
Brazil Citibank, NA, Sao Paulo
Canada Canada Trustco Mortgage Company., Toronto
Xxxxx Xxxxxxxx, XX, Xxxxxxxx Xxxxxx
Xxxxx Hongkong and Shanghai Bank, Shanghai and Shenzhen branches
Colombia Cititrust Colombia SA Sociedad Fiduciaria (subsidiary of
Citibank Colombia)
Cyprus Barclays Bank, Plc, Nicosia Branch
Czech Republic Ceskoslovenska Obchodni Banka A.S. (CSOB), Prague
Denmark Den Danske Bank, Copenhagen
Ecuador Citibank, NA, Quito
Egypt National Bank of Egypt, Cairo
Finland Xxxxxx Bank Ltd., Helsinki
France Banque Paribas, Paris
Germany Dresdner Bank, Frankfurt
Ghana Barclays Bank of Ghana, Ltd (60% owned by Barclays Plc, UK)
Greece National Bank of Greece (NBG), Athens
Hong Kong Standard Chartered Bank, Hong Kong branch
Hungary Citibank Budapest Rt. (via Citibank NA, NY, for US mutual
fund clients)
India Deutsche Bank, AG, Bombay branch
Hongkong and Shanghai Banking Corporation Ltd, Bombay branch
COUNTRY SUB-CUSTODIAN
Indonesia Standard Chartered Bank, Jakarta Branch
Ireland Bank of Ireland, Xxxxxx
Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx
Xxxxx Xxxxxx Guaranty Trust Co., Milan
Banque Paribas, Milan
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Japan Daiwa Bank, Ltd., Tokyo
The Fuji Bank, Ltd., Tokyo
Sumitomo Trust & Banking Co, Ltd, Tokyo
Jordan British Bank of the Middle East, Amman
Kenya Barclays Bank of Kenya Ltd. (BBKL), Nairobi (68.5% owned by
Barclays Bank Plc. UK
Korea SEOULBANK, Seoul
Malaysia Standard Chartered Bank, Kuala Lumpur
Mexico Citibank, NA, Mexico City branch
Morocco Banque Commerciale du Maroc (BCM), Casablanca
Netherlands MeesPierson NV, Amsterdam
New Zealand Australia and New Zealand Banking Group, Ltd., Wellington
Norway Christiania Bank og Kreditkasse, Oslo
Pakistan Deutsche Bank AG, Karachi branch
Peru Citibank, NA, Lima branch
Philippines Standard Chartered Bank, Manila branch
Poland Citibank Poland, SA, Warsaw
Portugal Banco Commercial Portugues (BCP), Lisbon
Singapore Development Bank of Singapore, Ltd. (DBS), Singapore
South Africa Standard Bank of South Africa, Ltd., Johannesburg
Spain Banco Santander, Madrid
Sri Lanka The Hongkong & Shanghai Banking Corp Ltd (HSBC), Colombo
branch
Sweden Skandinaviska Enskilda Banken (SEB), Stockholm
Switzerland Union Bank of Switzerland (UBS), Zurich
Taiwan The Central Trust of China, Taipei
Thailand Standard Chartered Bank, Bangkok branch
Xxxxxx Xxxxxxxx XX, Xxxxxxxx branch (US mutual fund accounts)
United Kingdom State Street London, Ltd
Uruguay Citibank, NA, Montevideo branch
Venezuela Citibank, NA, Caracas branch
Zimbabwe Barclays Bank of Zimbabwe (BBZL), Harare
SCHEDULE B
THE FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
FEE SCHEDULE
October 4, 1996
Holding Charge
.08% on all assets No minimum
Foreign Transaction Fees
Group A Countries $ 30.00
Group B Countries $ 60.00
Group C Countries $ 72.00
Group D Countries $ 84.00
Group E Countries $180.00
Group A Group B Group C Group D Group E
------- ------- ------- ------- -------
Austria Australia Denmark Indonesia Argentina
Canada Belgium Finland Malaysia Bangladesh
Germany Hong Kong France Philippines Brazil
Japan Netherlands Ireland Portugal Chile
New Zealand Italy South Korea China
Singapore Luxembourg Spain Colombia
Switzerland Mexico Sri Lanka Cyprus
Norway Sweden Greece
Thailand Taiwan Hungary
U.K. India
South Africa Israel
Pakistan
Peru
Turkey
Uruguay
Venezuela
Miscellaneous Fees
Wire Transfers $7.00
Check Disbursements $6.00
Other charges, including, but not limited to, stamp duties, transfer fees,
brokerage fees and administrative costs, shall be passed directly to the Fund
for approval and payment.
SCHEDULE C
THE FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
NOTICES
October 4, 1996
TO THE FIFTH THIRD BANK:
Post Office Address: Fifth Third Center
000 Xxxxxx Xxxxxx, Mail Drop 1090E5
Xxxxxxxxxx, Xxxx 00000
Attention: Mutual Fund Client Services
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TO THE ACCESSOR FUNDS
Post Office Address: Bennington Capital Management
0000 0xx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SCHEDULE D
THE FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
INVESTMENT MANAGERS
October 4, 1996
Bennington Capital Management X.X.
Xxxxxxxx-Xxxxxxxxx Capital Management
State Street Bank and Trust Company (State Street Global Advisors)
Martingale Asset Management, L.P.
Bankers Trust Company
Xxxxx Xxxxxx Capital Management
Symphony Asset Management, Inc.
BlackRock Financial Management, Inc.
