EXHIBIT 8
CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT made the 25th day of March, 1997, by and between
INVESTORS FIDUCIARY TRUST COMPANY, a trust company chartered under the laws of
the state of Missouri, having its trust office located at x00 Xxxx 00xx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxx 00000 ("Custodian"), and PROVIDIAN SERIES TRUST, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts, having its principal office and place of business at 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attn: President ("Fund"), on behalf
of the investment portfolios initially listed on Schedule 1 hereto, incorporated
herein by this reference, and such additional investment portfolios as are added
from time to time pursuant to the provisions of Section 10.B hereof (each a
"Portfolio" and collectively the "Portfolios").
WITNESSETH:
WHEREAS, Custodian performs certain investment accounting and recordkeeping
services on a computerized accounting system (the "System") which is suitable
for maintaining certain accounting records of the Portfolios; and
WHEREAS, Fund desires to arrange for the custody of certain assets
belonging to the Portfolios with Custodian; and
WHEREAS, Custodian is willing to accept such appointments on the terms and
conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN AND AGENT. Fund hereby constitutes and appoints
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Custodian as:
A. Custodian of the securities, monies and certain other assets which are
from time to time owned by the Portfolios and which are delivered to
Custodian hereunder; and
B. Agent to perform for the Portfolios certain accounting and
recordkeeping functions relating to portfolio transactions required of a
duly registered investment company under Rule 31a of the Investment Company
Act of 1940, as amended (the "1940 Act") and to calculate the net asset
value of the Portfolios.
2. REPRESENTATIONS AND WARRANTIES.
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A. Fund hereby represents, warrants and acknowledges to Custodian:
1. That it is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts, and that
it is registered under the 1940 Act; and
2. That it has the requisite power and authority under applicable law,
its Declaration of Trust and its Bylaws to enter into this Agreement;
that it has taken all requisite action necessary to appoint Custodian
as custodian and investment accounting and recordkeeping agent for the
Portfolios; that all requisite action has been taken and any necessary
approvals and consents have been obtained for Custodian to serve as
investment accounting and recordkeeping agent of the Portfolios; that
it has all necessary power and authority to act for and on behalf of
the Portfolios as provided for herein; that this Agreement has been
duly executed and delivered by Fund; and that this Agreement
constitutes a legal, valid and binding obligation of Fund, enforceable
in accordance with its terms.
3. That it has determined to its satisfaction that the System is
appropriate and suitable for the Portfolios' needs.
B. Custodian hereby represents, warrants and acknowledges to Fund:
1. That it is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri; and
2. That it has the requisite power and authority under applicable law,
its Charter and its Bylaws to enter into and perform this Agreement;
that this Agreement has been duly executed and delivered by Custodian;
and that this Agreement constitutes a legal, valid and binding
obligation of Custodian, enforceable in accordance with its terms.
3. That it has in force at the date hereof, and shall maintain in
force during the full term of this Agreement, insurance with respect to
the assets in the Portfolios covering such risks and in such amounts as
it maintains with respect to assets held for the accounts of other
clients, and that it shall provide evidence of such insurance to Fund
annually upon Fund's request.
4. Subject to Fund's performance of its duties and responsibilities
hereunder, the services provided by IFTC hereunder comply with the
provisions of the 1940 Act generally applicable to mutual fund custody
and recordkeeping.
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
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A. Delivery of Assets. Except as permitted by the 1940 Act, Fund will
deliver or cause to be delivered to Custodian on the effective date of this
Agreement, or as soon thereafter as practicable, and from time to time
thereafter, all portfolio securities acquired by the Portfolios and monies
then owned by them or from time to time coming into their possession during
the time this Agreement shall continue in effect. Custodian shall have no
responsibility or liability whatsoever for or on account of securities or
monies not so delivered.
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B. Delivery of Accounts and Records Fund shall turn over or cause to be
turned over to Custodian all of each Portfolios' relevant accounts and
records needed by Custodian to fully and properly perform its duties and
responsibilities hereunder. Custodian acknowledges that Fund will
simultaneously herewith enter into an Administration Agreement
("Administration Agreement") with State Street Bank and Trust Company
("State Street"), an affiliate of Custodian, pursuant to which State Street
will serve as administrator to the Fund and provide certain administrative
services described in the Administration Agreement. Custodian shall be
entitled to rely conclusively on the completeness and correctness of the
accounts and records so turned over, and Fund shall indemnify and hold
Custodian harmless of and from any and all expenses, damages and losses
whatsoever arising out of or in connection with any error, omission,
inaccuracy or other deficiency of such accounts and records, except
pursuant to Section 5.A.3 hereof, or in the failure of Fund to provide, or
to provide in a timely manner, any accounts, records or information needed
by the Custodian to perform hereunder except pursuant to Section 5.A.3
hereof; provided that this indemnification shall not apply to expenses,
damages and losses to the extent arising out of or in connection with
Custodian's negligence or willful misconduct.
C. Delivery of Assets to Third Parties. Custodian will receive delivery of
and keep safely the assets of each Portfolio segregated in a separate
account. Custodian will not deliver, assign, pledge or hypothecate any such
assets to any person except as permitted by the provisions of this
Agreement or any agreement executed by it according to the terms of Section
3.P of this Agreement. Upon delivery of any such assets to a subcustodian
pursuant to Section 3.P of this Agreement, Custodian will create and
maintain records identifying those assets which have been delivered to the
subcustodian as belonging to the applicable Portfolio. Custodian is
responsible for the safekeeping of the securities and monies of the
Portfolios only until they have been transmitted to and received by other
persons as permitted under the terms of this Agreement, except for
securities and monies transmitted to subcustodians appointed under Section
3.P of this Agreement, for which Custodian remains responsible to the
extent provided in Section 3.P hereof. Custodian may participate directly
or indirectly through a subcustodian in the Depository Trust Company (DTC),
Treasury/Federal Reserve Book Entry System (Fed System), Participant Trust
Company (PTC) or other depository approved by the Fund (as such entities
are defined at 17 CFR Section 270.17f-4(b)) (each a "Depository" and
collectively the "Depositories").
D. Registration of Securities. The Custodian shall at all times hold
registered securities of the Portfolios in the name of the Custodian, the
Fund, the applicable Portfolio, or a nominee of any of them, unless
specifically directed by instructions to hold such registered securities in
so-called "street name," provided that, in any event, all such securities
and other assets shall be held in an account of the Custodian containing
only assets of the applicable Portfolio, or only assets held by the
Custodian as a fiduciary or custodian for customers, and provided further,
that the records of the Custodian at all times shall indicate the Portfolio
or other customer for which such securities and other assets are held and
the respective interests therein. If, however, the Fund directs the
Custodian to maintain securities in "street name", notwithstanding anything
contained herein to the contrary, the Custodian shall be obligated only to
utilize its best efforts to timely collect income due the Portfolio on such
securities and to notify the Fund of relevant corporate actions including,
without limitation, pendency
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of calls, maturities, tender or exchange offers. All securities, and the
ownership thereof by the applicable Portfolio shall at all times be
identifiable on the records of the Custodian. The Fund agrees to hold
Custodian and its nominee harmless for any liability as a shareholder of
record of securities held in custody, except to the extent such liability
arises out of the negligence or willful misconduct of Custodian or its
nominee.
E. Exchange of Securities. Upon receipt of instructions as defined in
Section 4.A of this Agreement, Custodian will exchange, or cause to be
exchanged, portfolio securities held by it for a Portfolio for other
securities or cash issued or paid in connection with any reorganization,
recapitalization, merger, consolidation, split-up of shares, change of par
value, conversion or otherwise, and will deposit any such securities in
accordance with the terms of any reorganization or protective plan. Without
instructions, Custodian is authorized to exchange securities held by it in
temporary form for securities in definitive form, to effect an exchange of
shares when the par value of the share is changed, and, upon receiving
payment therefor, to surrender bonds or other securities held by it at
maturity or when advised of earlier call for redemption, except that
Custodian shall receive instructions prior to surrendering any convertible
security.
F. Purchases of Investments - Other Than Options and Futures. Fund will,
on each business day on which a purchase of securities (other than options
and futures) shall be made by a Portfolio, deliver to Custodian
instructions which shall specify with respect to each such purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the security;
3. The number of shares and the principal amount purchased, and
accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission, taxes and
other expenses payable in connection with the purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer through
whom the purchase was made; and
9. Whether the security is to be received in certificated form or via
a specified Depository.
In accordance with such instructions, Custodian will pay for out of monies held
for the applicable Portfolio, but only insofar as such monies are available for
such purpose, and receive the portfolio securities so purchased by or for such
Portfolio, except that Custodian may in its sole discretion advance funds to the
Portfolio which may result in an overdraft because the monies held by the
Custodian on behalf of the Portfolio are insufficient to pay the total amount
payable upon such purchase. Except as otherwise instructed by Fund, such payment
shall be made by the Custodian only upon receipt of securities: (a) by the
Custodian; (b) by a clearing corporation of a national exchange of which the
Custodian is a member; or (c) by a Depository. Notwithstanding the foregoing,
(i) in the case of a
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repurchase agreement, the Custodian may release funds to a Depository prior to
the receipt of advice from the Depository that the securities underlying such
repurchase agreement have been transferred by book-entry into the account
maintained with such Depository by the Custodian, on behalf of its customers,
provided that the Custodian's instructions to the Depository require that the
Depository make payment of such funds only upon transfer by book-entry of the
securities underlying the repurchase agreement in such account; (ii) in the case
of time deposits, call account deposits, currency deposits and other deposits,
foreign exchange transactions, futures contracts or options, the Custodian may
make payment therefor before receipt of an advice or confirmation evidencing
said deposit or entry into such transaction; and (iii) in the case of the
purchase of securities, the settlement of which occurs outside of the United
States of America, the Custodian may make, or cause an Eligible Foreign
Subcustodian appointed pursuant to Section 3.P.3 of this Agreement to make,
payment therefor in accordance with generally accepted local custom and market
practice.
G. Sales and Deliveries of Investments - Other Than Options and Futures. Fund
will, on each business day on which a sale of investment securities (other than
options and futures) of a Portfolio has been made, deliver to Custodian
instructions specifying with respect to each such sale:
1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the securities;
3. The number of shares and principal amount sold, and accrued interest,
if any;
4. The date on which the securities sold were purchased or other
information identifying the securities sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes or other
expenses payable in connection with such sale;
8. The total amount to be received by the Portfolio upon such sale; and
9. The name and address of the broker or dealer through whom or person to
whom the sale was made.
In accordance with such instructions, Custodian will deliver or cause to be
delivered the securities thus designated as sold for the account of the
applicable Portfolio as specified in the instructions. Except as otherwise
instructed by Fund, such delivery shall be made upon receipt of: (a) payment
therefor in such form as is satisfactory to the Custodian; (b) credit to the
account of the Custodian with a clearing corporation of a national securities
exchange of which the Custodian is a member; or (c) credit to the account of the
Custodian, on behalf of its customers, with a Depository. Notwithstanding the
foregoing: (i) in the case of securities held in physical form, such securities
shall be delivered in accordance with "street delivery custom" to a broker or
its clearing agent; or (ii) in the case of the sale of securities the settlement
of which occurs outside of the United States of America, the Custodian may make,
or cause an Eligible Foreign Custodian appointed pursuant to Section 3.P.3 of
this Agreement to make, such delivery upon payment therefor in accordance with
generally accepted local custom and market practice.
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H. Purchases or Sales of Options and Futures. Fund will, on each business
day on which a purchase or sale of the options and/or futures listed below
shall be made by a Portfolio, deliver to Custodian instructions which shall
specify with respect to each such purchase or sale:
1. If applicable, the name of the Portfolio making such purchase or
sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising, expiring or
closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through whom the sale
or purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising, expiring or
closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer through whom the
sale or purchase was made, or other applicable settlement
instructions.
4. In the case of security index futures contracts:
a. The last trading date specified in the contract and, when
available, the closing level, thereof;
b. The index level on the date the contract is entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in addition to
instructions, and if not already in the possession of
Custodian, Fund shall deliver a substantially complete and
executed custodial safekeeping account and procedural agreement
which shall be incorporated by reference into this Agreement);
and
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f. The name and address of the futures commission merchant through
whom the sale or purchase was made, or other applicable settlement
instructions.
5. In the case of options on index future contracts:
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening, exercising, expiring
or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
I. Securities Pledged or Loaned. Subject to such additional terms and
conditions as Custodian may require:
1. Upon receipt of instructions, Custodian will release or cause to be
released securities held in custody to the designated pledgee by way of
pledge or hypothecation to secure any loan incurred by a Portfolio;
provided, however, that the securities shall be released only upon payment
to Custodian of the monies borrowed, except that in cases where additional
collateral is required to secure a borrowing already made, further
securities may be released or caused to be released for that purpose upon
receipt of instructions. Upon receipt of instructions, Custodian will pay,
but only from funds available for such purpose, any such loan upon
redelivery to it of the securities pledged or hypothecated therefor and
upon surrender of the note or notes evidencing such loan.
2. Upon receipt of instructions, Custodian will release securities held in
custody to the designated borrower; provided, however, that the securities
will be released only upon deposit with Custodian of full cash collateral
as specified in such instructions, and that the applicable Portfolio will
retain the right to any dividends, interest or distribution on such loaned
securities. Upon receipt of instructions and the loaned securities,
Custodian will release the cash collateral to the borrower.
J. Routine Matters. Custodian will, in general, attend to all routine and
mechanical matters in connection with the sale, exchange, substitution,
purchase, transfer, or other dealings with securities or other property of the
Portfolios except as may be otherwise provided in this Agreement or directed
from time to time by the Fund in writing.
K. Deposit Accounts. Custodian will open and maintain one or more special
purpose deposit accounts for each Portfolio in the name of Custodian in such
banks or trust companies as may be designated by it, the Fund or the Portfolio
in writing ("Accounts"), subject only to draft or order by Custodian upon
receipt of instructions. All monies received
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by Custodian from or for a Portfolio shall be deposited in said Accounts.
Barring events not in the control of the Custodian such as strikes, lockouts or
labor disputes, riots, war or equipment or transmission failure or damage, fire,
flood, earthquake or other natural disaster, action or inaction of governmental
authority or other causes beyond its control, at 9:00 a.m., Kansas City time, on
the second Business Day after deposit of any check into an Account, Custodian
agrees to make Fed Funds available to the applicable Portfolio in the amount of
the check. Deposits made by Federal Reserve wire will be available to the
applicable Portfolio immediately and ACH wires will be available to the
applicable Portfolio on the next Business Day. Income earned on the portfolio
securities will be credited to the Portfolio based on the schedule attached as
Exhibit A and incorporated herein by reference. The Custodian will be entitled
to reverse any credited amounts where credits have been made and monies are not
finally collected. If monies are collected after such reversal, the Custodian
will credit the Portfolio in that amount. Funds received and held for the
account of different Portfolios shall be maintained in separate Accounts
established for each Portfolio. For purposes of this Agreement, "Business Day"
shall mean any day on which the New York Stock Exchange is open for trading.
L. Income and Other Payments. Custodian will:
1. Collect, claim and receive and deposit for the applicable Portfolio all
income and other payments which become due and payable on or after the
effective date of this Agreement with respect to the securities held by
Custodian, and credit such Portfolio in accordance with the schedule
attached hereto as Exhibit A. If, for any reason, the Portfolio is credited
with income that is not subsequently collected, Custodian may reverse that
credited amount.
2. Execute ownership and other certificates and affidavits for all
federal, state and local tax purposes in connection with the collection of
bond and note coupons; and
3. Take such other action as may be necessary or proper in connection
with:
a. the collection, receipt and deposit of such income and other
payments, including but not limited to the presentation for payment of:
1. all coupons and other income items requiring presentation; and
2. all other securities which may mature or be called, redeemed,
retired or otherwise become payable and regarding which the
Custodian has actual knowledge, or should reasonably be expected to
have knowledge; and
b. the endorsement for collection, in the name of Fund or a Portfolio,
of all checks, drafts or other negotiable instruments.
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Custodian, however, will not be required to institute suit or take other
extraordinary action to enforce collection except upon receipt of
instructions and upon being indemnified to its satisfaction against the
costs and expenses of such suit or other actions. Custodian will receive,
claim and collect all share dividends, rights and other similar items and
will deal with the same pursuant to instructions. It shall be the
responsibility of Fund to furnish Custodian with the declaration, record
and payment dates and amounts of any dividends or income and any other
special actions required concerning each of the Portfolios' securities when
such information is not readily available from generally accepted
securities industry services or publications.
M. Proxies and Notices. Custodian will promptly deliver or mail or have
delivered or mailed to Fund all proxies properly signed, all notices of
meetings, all proxy statements and other notices, requests or announcements
affecting or relating to securities held by Custodian for a Portfolio and will,
upon receipt of instructions, execute and deliver or cause its nominee to
execute and deliver or mail or have delivered or mailed such proxies or other
authorizations as may be required. Except as provided by this Agreement or
pursuant to instructions hereafter received by Custodian, neither it nor its
nominee will exercise any power inherent in any such securities, including any
power to vote the same, or execute any proxy, power of attorney, or other
similar instrument voting any of such securities, or give any consent, approval
or waiver with respect thereto, or take any other similar action.
N. Disbursements. Custodian will pay or cause to be paid, insofar as funds are
available for the purpose, bills, statements and other obligations of each
Portfolio (including but not limited to obligations in connection with the
conversion, exchange or surrender of securities owned by a Portfolio, interest
charges, dividend disbursements, taxes, management fees, custodian fees, legal
fees, auditors' fees, transfer agents' fees, brokerage commissions, compensation
to personnel, and other operating expenses of such Portfolio) pursuant to
instructions of Fund setting forth the name of the person to whom payment is to
be made, the amount of the payment, and the purpose of the payment.
O. Daily Statement of Accounts. Custodian will, within a reasonable time,
render to Fund a detailed statement of the amounts received or paid and of
securities received or delivered for each Portfolio during each Business Day.
Custodian will, from time to time, upon request by Fund, render a detailed
statement of the securities and monies held for a Portfolio under this
Agreement, and Custodian will maintain such books and records as are necessary
to enable it to do so. Custodian will permit such persons as are authorized by
Fund, including Fund's and the Portfolios' independent public accountants,
reasonable access to such records or will provide reasonable confirmation of the
contents of such records, and if demanded, Custodian will permit federal and
state regulatory agencies to examine the securities, books and records. Upon the
instruction of Fund or as demanded by federal or state regulatory agencies,
Custodian will instruct any subcustodian to permit such persons as are
authorized by Fund, including Fund's and the Portfolios' independent public
accountants, reasonable access to such records or to provide reasonable
confirmation of the contents of such records, and to permit such agencies to
examine the books, records and securities held by such subcustodian.
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P. Appointment of Subcustodians
1. Notwithstanding any other provisions of this Agreement, all or any
of the monies or securities of the Portfolios may be held in
Custodian's own custody or in the custody of State Street Bank and
Trust Company or one or more other banks or trust companies acting as
subcustodians as may be selected by Custodian with Fund's approval,
which shall not be unreasonably withheld, including, but not limited
to, an affiliate of Custodian. Any such subcustodian selected by the
Custodian and approved by Fund must have the qualifications required
for a custodian under the 1940 Act, as amended. Custodian shall be
responsible to the applicable Portfolio for any loss, damage or expense
suffered or incurred by such Portfolio arising out of or resulting from
the actions or omissions of any subcustodians selected and appointed by
Custodian (except subcustodians appointed at the request of Fund and as
provided in Subsections 2 or 3 below) to the same extent Custodian
would be responsible to the Fund under Section 5 of this Agreement if
it committed the act or omission itself.
2. Upon request of the Fund, Custodian shall be willing to contract
with other subcustodians reasonably acceptable to the Custodian for
purposes of (a) effecting third-party repurchase transactions with
banks, brokers, dealers, or other entities through the use of a common
custodian or subcustodian, or (b) providing depository and clearing
agency services with respect to certain variable rate demand note
securities, or (c) for other reasonable purposes specified by Fund;
provided, however, that the Custodian shall be responsible to the Fund
for any loss, damage or expense suffered or incurred by the Fund
arising out of or resulting from the actions or omissions of any such
subcustodian only to the same extent such subcustodian is responsible
to the Custodian. Custodian's contracts with any such subcustodians
appointed at the request of Fund shall be subject to Fund's prior
written consent. Custodian shall be responsible to the Fund for any
loss, damage or expense suffered or incurred by the Fund resulting from
the actions or omissions of any Depository only to the same extent such
Depository is responsible to Custodian.
3. Notwithstanding any other provisions of this Agreement, each
Portfolio's foreign securities (as defined in Rule 17f-5(c)(1) under
the 0000 Xxx) and each Portfolio's cash or cash equivalents, in amounts
deemed by the Fund to be reasonably necessary to effect such
Portfolio's foreign securities transactions, may be held in the custody
of one or more banks or trust companies acting as subcustodians
("Global Subcustodian"), and thereafter, pursuant to a written contract
or contracts as approved by such Portfolio, may be transferred to
accounts maintained by any such Global Subcustodian with eligible
foreign custodians, as defined in Rule 17f-5(c)(2) ("Eligible Foreign
Custodian"). Custodian shall be responsible to the Fund for any loss,
damage or expense suffered or incurred by the Fund resulting from the
actions or omissions of any Eligible Foreign Custodian only to the same
extent the Eligible Foreign Custodian is liable to the Global
Subcustodian.
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Q. Accounts and Records. Custodian will prepare and maintain, with the
direction and as interpreted by the Fund, Fund's or the Portfolios'
accountants and/or other advisors, in complete, accurate and current form
all accounts and records (i) required to be maintained by each Portfolio
with respect to portfolio transactions under Rule 31a of the 1940 Act, (ii)
required to be maintained as a basis for calculation of the Portfolio's net
asset value, and (iii) as otherwise agreed upon between the parties.
Custodian will preserve said records in the manner and for the periods
prescribed in the 1940 Act or for such longer period as is agreed upon by
the parties. Custodian relies upon Fund to furnish, in writing or its
electronic or digital equivalent, accurate and timely information needed by
Custodian to complete each Portfolio's records and perform daily
calculation of the Portfolio's net asset value. Custodian shall incur no
liability and Fund shall indemnify and hold harmless Custodian from and
against any liability arising from any failure of Fund to furnish such
information in a timely and accurate manner, even if Fund subsequently
provides accurate but untimely information except pursuant to Section 5.A.3
hereof; provided that this indemnification shall not apply to any liability
to the extent arising out of or in connection with Custodian's negligence
or willful misconduct.
R. Accounts and Records Property of Fund. Custodian acknowledges that all
of the accounts and records maintained by Custodian pursuant to this
Agreement are the property of Fund, and will be made available to Fund for
inspection or reproduction within a reasonable period of time, upon demand.
Custodian will assist Fund's independent auditors, or upon approval of
Fund, or upon demand, any regulatory body, in any requested review of
Fund's or a Portfolio's accounts and records but shall be reimbursed by
Fund for all expenses and employee time invested in any such review outside
of routine and normal periodic reviews. Upon receipt from Fund of the
necessary information or instructions, Custodian will supply information
from the books and records it maintains for Fund that Fund needs for tax
returns, questionnaires, periodic reports to shareholders and such other
reports and information requests as Fund and Custodian shall agree upon
from time to time.
S. Adoption of Procedures. Custodian and Fund may from time to time adopt
procedures as they agree upon, and Custodian may conclusively assume that
no procedure approved or directed by Fund, the Portfolios, or their
accountants or other advisors conflicts with or violates any requirements
of its prospectus, Trust Agreement, Bylaws, any applicable law, rule or
regulation, or any order, decree or agreement by which Fund or the
Portfolios may be bound. Fund will be responsible to notify Custodian of
any changes in statutes, regulations, rules, requirements or policies which
might necessitate changes in Custodian's responsibilities or procedures;
provided that Custodian is responsible for ensuring that any Subcustodian
knows and complies with any foreign regulatory requirements of which an
Eligible Foreign Custodian has notified Global Subcustodian in writing,
that necessitate changes in Custodian's responsibilities or procedures.
T. Calculation of Net Asset Value. Custodian will calculate each
Portfolio's net asset value, in accordance with such Portfolio's prospectus
and statement of additional information. Custodian will price the
securities and foreign currency holdings of each Portfolio for which market
quotations are available by the use of outside services designated by Fund
which are normally used and contracted with for this purpose; all other
securities
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and foreign currency holdings will be priced in accordance with Fund's
instructions. Custodian will have no responsibility for the accuracy of the
prices quoted by these outside services or for the information supplied by
Fund, unless supplied by Xxxxx Xxxxxx xxx Xxxxx Xxxxxx is responsible
therefor pursuant to the terms of the Administration Agreement, or for
acting upon such instructions.
U. Advances. In the event Custodian or any subcustodian shall, in its
sole discretion, advance cash or securities for any purpose (including but
not limited to securities settlements, purchase or sale of foreign exchange
or foreign exchange contracts and assumed settlement) for the benefit of
any Portfolio, the advance shall be payable by the Fund on demand. Any such
cash advance shall be subject to an overdraft charge at the rate set forth
in the then-current fee schedule from the date advanced until the date
repaid. As security for each such advance, Fund hereby grants Custodian and
such subcustodian a lien on and security interest in all property at any
time held for the account of the applicable Portfolio, including without
limitation all assets acquired with the amount advanced. Should the Fund
fail to promptly repay the advance, the Custodian and such subcustodian
shall be entitled to utilize available cash and to dispose of such
Portfolio's assets pursuant to applicable law to the extent necessary to
obtain reimbursement of the amount advanced and any related overdraft
charges.
V. Exercise of Rights; Tender Offers. Upon receipt of instructions, the
Custodian shall: (i) deliver warrants, puts, calls, rights or similar
securities to the issuer or trustee thereof, or to the agent of such issuer
or trustee, for the purpose of exercise or sale, provided that the new
securities, cash or other assets, if any, are to be delivered to the
Custodian; and (ii) deposit securities upon invitations for tenders
thereof, provided that the consideration for such securities is to be paid
or delivered to the Custodian or the tendered securities are to be returned
to the Custodian.
4. INSTRUCTIONS.
A. The term "instructions", as used herein, means written (including
telecopied or telexed) or oral instructions which Custodian reasonably
believes were given by a designated representative of Fund. Fund shall
deliver to Custodian, prior to delivery of any assets to Custodian and
thereafter from time to time as changes therein are necessary, written
instructions executed by two officers of Fund naming one or more designated
representatives to give instructions in the name and on behalf of Fund and
each Portfolio, which instructions may be received and accepted by
Custodian as conclusive evidence of the authority of any designated
representative to act for Fund or such Portfolio and may be considered to
be in full force and effect (and Custodian will be fully protected in
acting in reliance thereon) until receipt by Custodian of written notice to
the contrary. Unless such written instructions delegating authority to any
person to give instructions specifically limit such authority to specific
matters or require that the approval of anyone else will first have been
obtained, Custodian will be under no obligation to inquire into the right
of such person, acting alone, to give any instructions whatsoever which
Custodian may receive from such person. "Designated representatives" may
include Fund's or a Portfolios employees and agents, including investment
managers and their employees.
12
B. No later than the next Business Day immediately following each oral
instruction, Fund will send Custodian written confirmation of such oral
instruction. At Custodian's sole discretion, Custodian may record on tape,
or otherwise, any oral instruction whether given in person or via
telephone, each such recording identifying the date and the time of the
beginning and ending of such oral instruction.
C. If Custodian shall provide Fund direct access to any computerized
recordkeeping and reporting system used hereunder or if Custodian and Fund
shall agree to utilize any electronic system of communication, Fund shall
be fully responsible for any and all consequences of the use or misuse of
the terminal device, passwords, access instructions and other means of
access to such system(s) which are utilized by, assigned to or otherwise
made available to the Fund, except for proper and appropriate use by
authorized persons. Fund agrees to implement and enforce appropriate
security policies and procedures to prevent unauthorized or improper access
to or use of such system(s). Custodian shall be fully protected in acting
hereunder upon any instructions, communications, data or other information
received by Custodian by such means as fully and to the same effect as if
delivered to Custodian by written instrument signed by the requisite
authorized designated representative(s) of Fund. Fund shall indemnify and
hold Custodian harmless from and against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability which may be
suffered or incurred by Custodian as a result of the use or misuse, whether
authorized or unauthorized, of any such system(s) by Fund, except for
proper and appropriate use by authorized persons, or by any person who
acquires access to such system(s) through the terminal device, passwords,
access instructions or other means of access to such system(s) which are
utilized by, assigned to or otherwise made available to the Fund, except to
the extent attributable to any negligence or willful misconduct by
Custodian.
5. LIMITATION OF LIABILITY OF CUSTODIAN.
A. Custodian shall at all times use reasonable care and due diligence and
act in good faith in performing its duties under this Agreement. Custodian
shall not be responsible for, and the Fund shall indemnify and hold
Custodian harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability which may be
asserted against Custodian, incurred by Custodian or for which Custodian
may be held to be liable, arising out of or attributable to:
1. All actions taken by Custodian pursuant to this Agreement or any
instructions provided to it hereunder, provided that Custodian has
acted in good faith and with due diligence and reasonable care; and
2. The Fund's refusal or failure to comply with the terms of this
Agreement (including without limitation the Fund's failure to pay or
reimburse Custodian under this indemnification provision), the Fund's
negligence or willful misconduct, or the failure of any representation
or warranty of the Fund hereunder to be and remain true and correct in
all respects at all times; provided that this indemnification shall
not apply to any losses, damages, costs, charges, counsel fees,
payments, expenses and
13
liability except to the extent arising out of or in connection with
Custodian's or State Street's negligence or willful misconduct.
3. Fund shall not indemnify and hold Custodian harmless from and
against any losses, damages, costs, charges, counsel fees, payments,
expenses or liability which may be asserted against Custodian,
incurred by Custodian or for which Custodian may be held to be liable,
arising out of or attributable to a breach of the Administration
Agreement by State Street.
B. Custodian shall indemnify and hold Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability which may be asserted against Fund, incurred by Fund or for
which Fund may be held to be liable, arising out of or attributable to
Custodian's refusal or failure to comply with the terms of this Agreement
(including without limitation Custodian's failure to pay or reimburse Fund
under this indemnification provision), Custodian's negligence or willful
misconduct, or the failure of any representation or warranty of Custodian
hereunder to be and remain true and correct in all respects at all times;
provided that this indemnification shall not apply in any case in which
Fund must indemnify Custodian under the provisions of this Agreement.
C. With Fund's prior approval, Custodian may request and obtain at the
expense of Fund or the applicable Portfolio the advice and opinion of
counsel for Fund or the applicable Portfolio or of its own counsel with
respect to questions or matters of law, and it shall be without liability
to Fund or the Portfolios for any action taken or omitted by it in good
faith, in conformity with such advice or opinion. If Custodian reasonably
believes that it could not prudently act according to the instructions of
the Fund or the Fund's accountants or counsel, it may in its discretion,
with prompt prior notice to the Fund, not act according to such
instructions.
D. Custodian may rely upon the advice and statements of Fund, Fund's
accountants and officers or other authorized individuals, and other persons
believed by it in good faith to be expert in matters upon which they are
consulted, and Custodian shall not be liable for any actions taken, in good
faith, upon such advice and statements.
E. If Fund requests Custodian in any capacity to take any action which
involves the payment of money by Custodian, or which might make it or its
nominee liable for payment of monies or in any other way, Custodian shall
be indemnified and held harmless by Fund or the applicable Portfolio
against any liability on account of such action, except to the extent
arising out of or attributable to Custodian's negligence or willful
misconduct; provided, however, that nothing herein shall obligate Custodian
to take any such action except in its sole discretion.
F. Custodian shall be protected in acting as custodian hereunder upon any
instructions, advice, notice, request, consent, certificate or other
instrument or paper appearing to it to be genuine and to have been properly
executed in accordance with this Agreement. Custodian shall be entitled to
receive upon request as conclusive proof of any fact or matter required to
be ascertained hereunder a certificate signed by an officer or designated
representative of
14
Fund or the applicable Portfolio. Fund shall also provide Custodian
instructions with respect to any matter concerning this Agreement
reasonably requested by Custodian.
G. Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for the validity of the issue of any securities
purchased by or for a Portfolio, the legality of the purchase of any
securities or foreign currency positions or evidence of ownership required
by Fund to be received by Custodian, or the propriety of the decision to
purchase or amount paid therefor, or the legality of the sale of any
securities or foreign currency positions by or for any Portfolio, or the
propriety of the amount for which the same are sold.
H. Custodian shall not be liable for, or considered to be Custodian of,
any money represented by any check, draft, wire transfer, clearinghouse
funds, uncollected funds, or instrument for the payment of money to be
received by it on behalf of a Portfolio until Custodian actually receives
such money; provided, however, that it shall advise Fund promptly if it
fails to receive any such money in the ordinary course of business and
shall cooperate with Fund toward the end that such money shall be received.
I. Except as provided in Section 3.P, Custodian shall not be responsible
for loss occasioned by the acts, neglects, defaults or insolvency of any
broker, bank, trust company, or any other person with whom Custodian deals
in the course of performance of its duties hereunder.
J. Custodian shall not be responsible or liable for the failure or delay
in performance of its obligations under this Agreement, or those of any
entity for which it is responsible hereunder, arising out of or caused,
directly or indirectly, by circumstances beyond the affected entity's
reasonable control, including, without limitation: any interruption, loss
or malfunction of any utility, transportation, computer (hardware or
software) or communication service; inability to obtain labor, material,
equipment or transportation, or a delay in mails; governmental or exchange
action, statute, ordinance, rulings, regulations or direction; war, strike,
riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor
disputes, freezes, floods, fires, tornados, acts of God or public enemy,
revolutions, or insurrection.
K. EXCEPT FOR VIOLATIONS OF SECTION 9, IN NO EVENT AND UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE,
INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY
PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THIS POSSIBILITY THEREOF.
6. COMPENSATION. In consideration for its services hereunder as Custodian and
investment accounting and recordkeeping agent, Fund will pay to Custodian such
compensation as shall be set forth in a separate fee schedule to be agreed to by
Fund and Custodian from time to time. A copy of the initial fee schedule is
attached hereto and incorporated herein by reference. Custodian shall also be
entitled to receive, and Fund agrees to pay to Custodian, on demand,
reimbursement for Custodian's cash disbursements and reasonable out-of-pocket
costs and expenses, including
15
attorney's fees, incurred by Custodian in connection with the performance of
services in accordance with the terms of this Agreement. Custodian may charge
such compensation against monies held by it for the account of the applicable
Portfolio. Custodian will also be entitled to charge against any monies held by
it for the account of the applicable Portfolio the amount of any loss, damage,
liability, advance, overdraft or expense for which it shall be entitled to
reimbursement from Fund, including but not limited to fees and expenses due to
Custodian for other services provided to the Fund by Custodian; provided that
Custodian shall not be entitled to charge against any monies held by it for the
account of the applicable Portfolio any amounts under indemnification provisions
set forth in this Agreement unless the Fund or the applicable Portfolio has not
paid such amount within 60 days of receiving notice of the amount due.
Custodian will be entitled to reimbursement by the Fund or the applicable
Portfolio for the losses, damages, liabilities, advances, overdrafts and
expenses of subcustodians only to the extent that (i) Custodian would have been
entitled to reimbursement hereunder if it had incurred the same itself directly,
and (ii) Custodian is obligated to reimburse the subcustodian therefor.
7. TERM AND TERMINATION. Either party to this Agreement may terminate the
same by notice in writing, delivered or mailed, postage prepaid, to the other
party hereto and received not less than ninety (90) days prior to the date upon
which such termination will take effect; provided, however, that upon
termination by the Fund of this Agreement prior to two (2) years from the date
hereof, Fund shall pay to Custodian an amount equal to any fees waived by the
Custodian during the first six months hereof unless (i) such termination was for
cause for a material breach by the Custodian; or (ii) such termination was based
on a pattern of non-material defaults caused solely by the Custodian, such as
calculation errors, untimeliness of reports or inaccuracies in reports (any one
of which could be a material default depending on the impact to the Fund), which
defaults the Custodian upon written notice by the Fund was unable or unwilling
to cure within sixty days of receiving such notice and the occurrence of such
defaults caused the Fund in good faith reasonably to believe that the Custodian
was unable to satisfactorily perform its obligations under this Agreement. Upon
termination of this Agreement:
A. Fund will pay Custodian its fees and compensation due hereunder and its
reimbursable disbursements, costs and expenses paid or incurred to such
date in accordance with this Agreement; and
B. Fund shall designate a successor custodian by notice in writing to
Custodian by the termination date. In the event no written order
designating a successor custodian has been delivered to Custodian on or
before the date when such termination becomes effective, then Custodian
may, at its option, deliver the securities, funds and properties of the
Portfolios to a bank or trust company at the selection of Custodian, and
meeting the qualifications for custodian set forth in the 1940 Act and
having not less that Two Million Dollars ($2,000,000) aggregate capital,
surplus and undivided profits, as shown by its last published report, or
apply to a court of competent jurisdiction for the appointment of a
successor custodian or other proper relief, or take any other lawful action
under the circumstances; provided, however, that Fund shall reimburse
Custodian for its actual and reasonable costs and expenses, including
reasonable attorney's fees, incurred in connection therewith; and
16
C. Custodian will, upon payment of all sums due to Custodian from Fund
hereunder or otherwise, deliver to the successor custodian so specified or
appointed, or as specified by the court, at Custodian's office, all
securities then held by Custodian hereunder, duly endorsed and in form for
transfer, and all funds and other properties of the Portfolios deposited
with or held by Custodian hereunder, and Custodian will co-operate in
effecting changes in book-entries at all Depositories. In the event that
all sums due to or to which Custodian is entitled from Fund hereunder or
otherwise have not been paid, Custodian shall have the right to retain
custody of sufficient funds and other properties to reimburse it for such
sums in accordance with the provisions of Section 6 hereof. Upon delivery
to a successor custodian or as specified by the court, Custodian will have
no further obligations or liabilities under this Agreement, except for any
liabilities that arise out of Custodian's performance under this Agreement
prior to its termination. Thereafter such successor will be the successor
custodian under this Agreement and will be entitled to reasonable
compensation for its services. In the event that securities, funds and
other properties remain in the possession of the Custodian after the date
of termination hereof owing to failure of the Fund to appoint a successor
custodian, the Custodian shall be entitled to compensation as provided in
the then-current fee schedule hereunder for its services during such period
as the Custodian retains possession of such securities, funds and other
properties, and the provisions of this Agreement relating to the duties and
obligations of the Custodian shall remain in full force and effect.
D. Notwithstanding any other provision of this Agreement, either party may
terminate this Agreement for cause on not less than thirty days' prior
written notice to the defaulting party, unless the defaulting party has
cured such cause within thirty days of receiving such notice, for any
material breach by the defaulting party of any representation, warranty,
covenant or obligation hereunder. Notwithstanding any other provision of
this Agreement, Fund may terminate this Agreement by written notice to
Custodian if Fund determines that Custodian or State Street has suffered a
material adverse change in its business, operations, or financial condition
since the date of this Agreement.
8. NOTICES. Notices, requests, instructions and other writings addressed to
Fund at the address given above, or at such other address as Fund may have
designated to Custodian in writing, will be deemed to have been properly given
to Fund hereunder; and notices, requests, instructions and other writings
addressed to Custodian at its offices at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, Attention: Custody Department and Investment Accounting
Department, or to such other address as it may have designated to Fund in
writing, will be deemed to have been properly given to Custodian hereunder.
9. CONFIDENTIALITY.
A. Fund shall preserve the confidentiality of the System and the tapes,
books, reference manuals, instructions, records, programs, documentation
and information of, and other materials relevant to, the System and the
business of Custodian ("Confidential Information"). Fund agrees that it
will not voluntarily disclose any such Confidential Information to any
other person other than its own employees who reasonably have a need to
know such information pursuant to this Agreement. Fund shall return all
such Confidential Information to Custodian upon termination or expiration
of this Agreement.
17
B. Fund has been informed that the System is licensed for use by Custodian
from a third party ("Licensor"), and Fund acknowledges that Custodian and
Licensor have proprietary rights in and to the System and all other
Custodian or Licensor programs, code, techniques, know-how, data bases,
supporting documentation, data formats, and procedures, including without
limitation any changes or modifications made at the request or expense or
both of Fund (collectively, the "Protected Information"). Fund acknowledges
that the Protected Information constitutes confidential material and trade
secrets of Custodian and Licensor.
Fund shall preserve the confidentiality of the Protected Information, and
Fund hereby acknowledges that any unauthorized use, misuse, disclosure or
taking of Protected Information, residing or existing internal or external
to a computer, computer system, or computer network, or the knowing and
unauthorized accessing or causing to be accessed of any computer, computer
system, or computer network, may be subject to civil liabilities and
criminal penalties under applicable law. Fund shall so inform employees and
agents who have access to the Protected Information or to any computer
equipment capable of accessing the same. Licensor is intended to be and
shall be a third party beneficiary of the Fund's obligations and
undertakings contained in this paragraph.
C. Except as required by any applicable law, rule, regulation, regulatory
authority, order or decree by which Custodian is bound, Custodian agrees
that it will not voluntarily disclose any non-public information regarding
Fund except as required in the performance of Custodian's obligations
hereunder, as permitted hereunder or with Fund's prior written consent.
10. MULTIPLE PORTFOLIOS.
A. Each Portfolio shall be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the context
otherwise requires, with respect to every transaction covered by this
Agreement, every reference herein to the Fund shall be deemed to relate
solely to the particular Portfolio to which such transaction relates. Under
no circumstances shall the rights, obligations or remedies with respect to
a particular Portfolio constitute a right, obligation or remedy applicable
to any other Portfolio. The use of this single document to memorialize the
separate agreement of each Portfolio is understood to be for clerical
convenience only and shall not constitute any basis for joining the
Portfolios for any reason.
B. Additional Portfolios may be added to this Agreement, provided that
Custodian consents to such addition. Rates or charges for each additional
Portfolio shall be as agreed upon by Custodian and Fund in writing.
11. LIMITATION OF LIABILITY. Notice is hereby given that a copy of Fund's
Declaration of Trust and all amendments thereto is on file with the
Commonwealth of Massachusetts; that this Agreement has been executed on
behalf of Fund by the undersigned duly authorized representative of Fund in
his/her capacity as such and not individually; and that the obligations of
this Agreement shall only be binding upon the assets and property of Fund
and shall not be binding upon any trustee, officer or shareholder of Fund
individually.
18
12. MISCELLANEOUS.
A. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of the
State of Missouri, without reference to the choice of laws principles
thereof.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 7C and Section 9 hereof are
intended to and shall continue after and survive the expiration,
termination or cancellation of this Agreement.
D. No provisions of the Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by
each party hereto.
E. The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights resulting
from any breach of any of the terms or conditions of this Agreement,
including the payment of damages, shall not be construed as a continuing or
permanent waiver of any such terms, conditions, rights or privileges, but
the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred. No waiver, release or discharge of any
party's rights hereunder shall be effective unless contained in a written
instrument signed by the party sought to be charged.
F. The captions in the Agreement are included for convenience of
reference only, and in no way define or limit any of the provisions hereof
or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
H. If any provision of this Agreement shall be determined to be invalid
or unenforceable, the remaining provisions of this Agreement shall not be
affected thereby, and every provision of this Agreement shall remain in
full force and effect and shall remain enforceable to the fullest extent
permitted by applicable law.
I. This Agreement may not be assigned by either party hereto without the
prior written consent of the other party, except that the Custodian may
assign this Agreement to a party controlling, controlled by or under common
control with the Custodian.
J. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between Custodian
and Fund or any Portfolio.
19
K. Except as specifically provided herein, this Agreement does not in any
way affect any other agreements entered into among the parties hereto and
any actions taken or omitted by either party hereunder shall not affect any
rights or obligations of the other party hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
INVESTORS FIDUCIARY TRUST PROVIDIAN SERIES TRUST
COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
---------------------------- -----------------------
Title: Executive Vice President Title: President
------------------------- -------------------
20
SCHEDULE 1
----------
High Quality Stock Fund
Fixed Income Fund
International Active Fund
Money Market Fund
Capital Preservation Portfolio
Income Oriented Portfolio
Growth and Income Portfolio
Capital Growth Portfolio
Maximum Appreciation Portfolio
21
EXHIBIT A
---------
INVESTORS FIDUCIARY TRUST COMPANY
AVAILABILITY SCHEDULE BY TRANSACTION TYPE
------------------------------------------------------------------------------------------------------------------------
TRANSACTION DTC PHYSICAL FED
----------- --- -------- ---
========================================================================================================================
TYPE CREDIT DATE FUNDS TYPE CREDIT DATE FUNDS TYPE CREDIT DATE FUNDS TYPE
---- ----------- ---------- ----------- ---------- ----------- ----------
========================================================================================================================
Calls Puts As Received C or F* As Received C or F*
------------------------------------------------------------------------------------------------------------------------
Maturities As Received C or F* Mat. Date C or F* Mat. Date F
------------------------------------------------------------------------------------------------------------------------
Tender Reorgs. As Received C As Received C N/A
------------------------------------------------------------------------------------------------------------------------
Dividends Paydate C Paydate C N/A
------------------------------------------------------------------------------------------------------------------------
Floating Rate Int. Paydate C Paydate C N/A
------------------------------------------------------------------------------------------------------------------------
Floating Rate Int. N/A As Rate Received C N/A
(No Rate)
------------------------------------------------------------------------------------------------------------------------
Mtg. Backed P&I Paydate C Paydate + 1 Bus. C Paydate F
Day
------------------------------------------------------------------------------------------------------------------------
Fixed Rate Int. Paydate C Paydate C Paydate F
------------------------------------------------------------------------------------------------------------------------
Euroclear N/A C Paydate C
========================================================================================================================
Legend
------
C = Clearinghouse Funds
F = Fed Funds
N/A = Not Applicable
* Availability based on how received.
22