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CUSTODY AGREEMENT
This agreement (the "Agreement") is entered into as of the 2nd day of
January, 1997, by and between Ohio National Fund, Inc. (the "Corporation"), an
open-end management investment company organized under the laws of the State of
Maryland and having its office at Xxx Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxx 00000
acting for and on behalf of its Equity Portfolio, Money Market Portfolio, Bond
Portfolio, Omni Portfolio, Capital Appreciation Portfolio, Small Cap Portfolio,
Aggressive Growth Portfolio, Core Growth Portfolio, Growth & Income Portfolio,
S&P 500 Index Portfolio, Social Awareness Portfolio, Strategic Income
Portfolio, Stellar Portfolio, and Relative Value Portfolio (the "Funds"), which
are operated and maintained by the Corporation for the benefit of the holders
of shares of each Fund, and Star Bank, N.A. (the "Custodian"), a national
banking association having its principal office and place of business at Star
Bank Center, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
WHEREAS, the Corporation and the Custodian desire to enter into this
Agreement to provide for the custody and safekeeping of the assets of the Funds
as required by the Investment Company Act of 1940, as amended (the "Act").
WHEREAS, the Corporation hereby appoints the Custodian as custodian of
all the Funds' securities and moneys at any time owned by the Funds during the
term of this Agreement (the "Fund Assets").
WHEREAS, the Custodian hereby accepts such appointment as Custodian
and agrees to perform the duties thereof as hereinafter set forth.
THEREFORE, in consideration of the mutual promises hereinafter set
forth, the Corporation and the Custodian agree as follows:
ARTICLE I
Definitions
The following words and phrases, when used in this Agreement, unless
the context otherwise requires, shall have the following meanings:
Authorized Person - the President, Secretary, Treasurer, or Vice
President of the Corporation, or any other person, whether or not any such
person is an officer or employee
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of the Corporation, duly authorized by the Board of Directors of the Corporation
to give Oral Instructions and Written Instructions on behalf of the Funds, and
listed in the Certificate annexed hereto as Appendix A, or such other
Certificate as may be received by the Custodian from time to time.
Book-Entry System - the Federal Reserve Bank book-entry system for
United States Treasury securities and federal agency securities.
Depository - The Depository Trust Company ("DTC"), a limited purpose
trust company, its successor(s) and its nominee(s), or any other person or
clearing agent.
Dividend and Transfer Agent - the dividend and transfer agent
appointed, from time to time, pursuant to a written agreement between the
dividend and transfer agent and the Corporation.
Foreign Securities - a) securities issued and sold primarily outside
of the United States by a foreign government, a national of any foreign
country, or a trust or other organization incorporated or organized under the
laws of any foreign country or; b) securities issued or guaranteed by the
government of the United States, by any state, by any political subdivision or
agency thereof, or by any entity organized under the laws of the United States
or of any state thereof, which have been issued and sold primarily outside of
the United States.
Money Market Security - debt obligations issued or guaranteed as to
principal and/or interest by the government of the United States or agencies or
instrumentalities thereof, commercial paper, obligations (including
certificates of deposit, bankers' acceptances, repurchase agreements and
reverse repurchase agreements with respect to the same), and time deposits of
domestic banks and thrift institutions whose deposits are insured by the
Federal Deposit Insurance Corporation, and short-term corporate obligations
where the purchase and sale of such securities normally require settlement in
federal funds or their equivalent on the same day as such purchase and sale,
all of which mature in not more than thirteen (13) months.
Officers - the President, Secretary, Treasurer and Vice Presidents of
the Corporation listed in the Certificate annexed hereto as Appendix A, or such
other Certificate as may be received by the Custodian from time to time.
Oral Instructions - verbal instructions received by the Custodian from
an Authorized Person (or from a person that the Custodian reasonably believes
in good faith
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to be an Authorized Person) and confirmed by Written Instructions in such a
manner that such Written Instructions are received by the Custodian on the
business day immediately following receipt of such Oral Instructions.
Prospectus - the Corporation's then currently effective prospectus and
Statement of Additional Information, as filed with the Securities and Exchange
Commission and effective from time to time.
Security or Securities - Money Market Securities, common stock,
preferred stock, options, financial futures, bonds, notes, debentures, corporate
debt securities, mortgages, and any certificates, receipts, warrants, or other
instruments representing rights to receive, purchase, or subscribe for the same
or evidencing or representing any other rights or interest therein, or any
property or assets.
Written Instructions - communication received in writing by the
Custodian from an Authorized Person.
ARTICLE II
DOCUMENTS AND NOTICES TO BE FURNISHED BY THE CORPORATION
A. The following documents, including any amendments thereto,
will be provided contemporaneously with the execution of the Agreement, to the
Custodian by the Corporation:
1. A copy of the Articles of Incorporation of the Corporation,
as amended and supplemented, certified by the Secretary.
2. A copy of the By-Laws of the Corporation, as amended,
certified by the Secretary.
3. A copy of the resolution of the Board of Directors of the
Corporation appointing the Custodian, certified by the
Secretary.
4. A copy of the then current Prospectus.
5. A Certificate of the President and Secretary of the
Corporation setting forth the names and signatures of the
Officers.
B. The Corporation agrees to notify the Custodian in writing of
the appointment of any Dividend and Transfer Agent.
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ARTICLE III
RECEIPT OF FUND ASSETS
A. During the term of this Agreement, the Corporation will
deliver or cause to be delivered to the Custodian all moneys constituting Fund
Assets. The Custodian shall be entitled to reverse any deposits made on a
Fund's behalf where such deposits have been entered and money are not finally
collected within 30 days of the making of such entry.
B. During the term of this Agreement, the Corporation will
deliver or cause to be delivered to the Custodian all Securities constituting
Fund Assets. The Custodian will not have any duties or responsibilities with
respect to such Securities until actually received by the Custodian.
C. As and when received, the Custodian shall deposit to the
respective accounts of each of the Funds any and all payments for shares of
each Fund issued or sold from time to time as they are received from the Fund's
distributor or Dividend and Transfer Agency or from a Fund itself.
ARTICLE IV
DISBURSEMENT OF FUND ASSETS
A. The Corporation shall furnish to the Custodian a copy of the
resolution of the Board of Directors of the Corporation, certified by the
Corporation's Secretary, either (i) setting forth the date of the declaration
of any dividend or distribution in respect of shares of each Fund, the date of
payment thereof, the record date as of which Fund shareholders entitled to
payment shall be determined, the amount payable per share to Fund shareholders
of records as of that date, and the total amount to be paid by the Dividend and
Transfer Agent on the payment date, or (ii) authorizing the declaration of
dividends and distributions in respect of shares of the Fund on a daily or
other periodic basis and authorizing the Custodian to rely on a Certificate
setting forth the date of the declaration of any such dividend or distribution,
the date of payment thereof, the record date as of which Fund shareholders
entitled to payment shall be determined, the amount payable per
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share to Fund shareholders of record as of that date, and the total amount to be
paid by the Dividend and Transfer Agent on the payment date.
On the payment date specified in such resolution or
Certificate described above, the Custodian shall segregate such amounts from
moneys held for the account of the Fund so that they are available for such
payment.
B. Upon receipt of Written Instructions so directing it, the
Custodian shall segregate amounts necessary for the payment of redemption
proceeds to be made by the Dividend and Transfer Agent from moneys held for the
accounts of the Funds so that they are available for such payment.
C. Upon receipt of a Certificate directing payment and setting
form the name and address of the person to whom such payment is to be made, the
amount of such payment, and the purpose for which payment is to be made, the
Custodian shall disburse amounts as and when directed from the Fund Assets.
The Custodian is authorized to rely on such directions and shall be under no
obligation to inquire as to the propriety of such directions.
D. Upon receipt of a Certificate directing payment, the
Custodian shall disburse moneys from the Fund Assets in payment of the
Custodian's fees and expenses as provided in Article VIII hereof.
ARTICLE V
Custody of Fund Assets
A. The Custodian shall open and maintain a separate bank account
or accounts in the United States in the name of each Fund, subject only to
draft or order by the Custodian acting pursuant to the terms of this Agreement,
and shall hold all cash received by it from or for the account of each Fund,
other than cash maintained by that Fund in a bank account established and used
by the Fund in accordance with Rule 17f-3 under the Act. Moneys held by the
Custodian on behalf of a Fund may be deposited by the Custodian to its credit
as Custodian in the banking department of the Custodian. Such moneys shall be
deposited by the Custodian in its capacity as such, and shall be withdrawable
by the Custodian only in such capacity.
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B. The Custodian shall hold all Securities delivered to it in
safekeeping in a separate account or accounts maintained at Star Bank, N.A. for
the benefit of each respective Fund.
C. All Securities held which are issued or issuable only in
bearer form, shall be held by the Custodian in that form; all other Securities
held for a Fund shall be registered in the name of the Custodian or its
nominee. The Corporation agrees to furnish to the Custodian appropriate
instruments to enable the Custodian to hold, or deliver in proper form for
transfer, any Securities that it may hold for the accounts of the Funds and
which may, from time to time, be registered in the name of each Fund.
D. With respect to all Securities held for the Funds, the
Custodian shall on a timely basis (concerning items 1 and 2 below, as defined
in the Custodian's Standard of Service Guide, as amended from time to time,
annexed hereto as Appendix C):
1.) Collect all income due and payable with respect to such
Securities;
2.) Present for payment and collect amounts payable upon all
Securities which may mature or be called, redeemed, or
retired, or otherwise become payable;
3.) Surrender Securities in temporary form for definitive
Securities; and
4.) Execute, as agent, any necessary declarations or certificates
of ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority, including any
foreign taxing authority, now or hereafter in effect.
E. Upon receipt of a Certification and not otherwise, the
Custodian shall:
1.) Execute and deliver to such persons as may be designated in
such Certificate proxies, consents, authorizations, and any
other instruments whereby the authority of the Funds as
beneficial owners of any Securities may be exercised;
2.) Deliver any Securities in exchange for other Securities or
cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation, or
recapitalization or any trust, or the exercise
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of any conversion privilege;
3.) Deliver any Securities to any protective committee,
reorganization committee, or other person in connection with
the reorganization, refinancing, merger, consolidation,
recapitalization, or sale of assets of any trust, and receive
and hold under the terms of this Agreement such certificates
of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;
4.) Make such transfers or exchanges of Fund Assets and take such
other steps as shall be stated in said Certificate to be for
the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Corporation or one or more Funds; and
5.) Deliver any Securities held for a Fund to the depository
agent for tender or other similar offers.
F. The Custodian shall promptly deliver to the Corporation all
notices, proxy material and executed but unvoted proxies pertaining to
shareholder meetings of Securities held by the Funds. The Custodian shall not
vote or authorize the voting of any Securities or give any consent, waiver or
approval with respect thereto unless so directed by a Certificate or Written
Instruction.
G. The Custodian shall promptly deliver to the Corruption all
information received by the Custodian and pertaining to Securities held by the
Funds with respect to tender or exchange offers, calls for redemption or
purchase, or expiration of rights.
ARTICLE VI
PURCHASE AND SALE OF SECURITIES
A. Promptly after each purchase of Securities by a Fund, the
Corporation shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, Written Instructions, and
(ii) with respect to each purchase of Money Market Securities, Written
Instructions or Oral Instructions, specifying with respect to each such
purchase the:
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1.) name of the issuer and the title of the Securities,
2.) principal amount purchased and accrued interest, if any,
3.) date of purchase and settlement,
4.) purchase price per unit,
5.) total amount payable, and
6.) name of the person from whom, or the broker through which,
the purchase was made.
The Custodian shall, against receipt of Securities purchased by or for a Fund,
pay out of the Fund Assets the total amount payable to the person from whom or
the broker through which the purchase was made, provided that the same conforms
to the total amount payable as set forth in such Written Instructions or Oral
Instructions, as the case may be.
B. Promptly after each sale of Securities by a Fund, the
Corporation shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, Written Instructions, and
(ii) with respect to each sale of Money Market Securities, Written Instructions
or Oral Instructions, specifying with respect to each such sale the:
1.) name of the issuer and the title of the Securities,
2.) principal amount sold and accrued interest, if any,
3.) date of sale and settlement,
4.) sale price per unit,
5.) total amount receivable, and
6.) name of the person to whom, or the broker through which, the
sale was made.
The Custodian shall deliver the Securities against receipt of the total amount
receivable, provided that the same conforms to the total amount receivable as
set forth in such Written Instructions or Oral Instructions, as the case may
be.
C. On contractual settlement date, the account of each fund will
be charged for all purchased Securities settling on that day, regardless of
whether or not delivery is made. Likewise, on contractual settlement date,
proceeds from the sale of Securities settling that day will be credited to the
account of each Fund, irrespective of delivery.
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D. Purchases and sales of Securities effected by the Custodian
will be made on a delivery versus payment basis. The Custodian may, in its
sole discretion, upon receipt of a Certificate, elect to settle a purchase or
sale transaction in some other manner, but only upon receipt of acceptable
indemnification from the Corporation.
E. The Custodian shall, upon receipt of Written Instructions so
directing it, establish and maintain a segregated account or accounts for and
on behalf of each Fund. Cash and/or Securities may be transferred into such
account or accounts for specific purposes, to-wit:
1.) in accordance with the provision of any agreement among the
Corporation, the Custodian, and a broker-dealer registered
under the Securities and Exchange Act of 1934, as amended,
and also a member of the National Association of Securities
Dealers (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, the Commodity
Futures Trading Commission, any registered contract market,
or any similar organization or organizations requiring escrow
or other similar arrangements in connection with transactions
by the Fund;
2.) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the
Fund or commodity futures contracts or options thereon
purchased or sold by the Fund;
3.) for the purpose of compliance by the Fund with the procedures
required for reverse repurchase agreements, firm commitment
agreements, standby commitment agreements, and short sales by
Act Release No. 10666, or any subsequent release or releases
or rule of the Securities and Exchange Commission relating to
the maintenance of segregated accounts by registered
investment companies; and
4.) for other corporate purposes, only in the case of this clause
4 upon receipt of a copy of resolution of the Board of
Directors of the Corporation, certified by its Secretary,
setting forth the purposes of such segregated account.
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F. Except as otherwise may be agreed upon by the parties hereto,
the Custodian shall not be required to comply with any Written Instructions to
settle the purchase of any Securities on behalf of a Fund unless there is
sufficient cash in that Fund's account at the time or to settle the sale of any
Securities from the account unless such Securities are in deliverable form.
Notwithstanding the foregoing, if the purchase price of such Securities exceeds
the amount of cash in the account at the time of such purchase, the Custodian
may, in its sole discretion, advance the amount of the difference in order to
settle the purchase of such Securities. The amount of any such advance shall
be deemed a loan from the Custodian to the Fund payable on demand and bearing
interest accruing from the date such loan is made up to but not including the
date such loan is repaid at a rate per annum customarily charged by the
Custodian on similar loans.
ARTICLE VII
FUND INDEBTEDNESS
In connection with any borrowings by a Fund, the Fund will cause to be
delivered to the Custodian by a bank or broker requiring Securities as
collateral for such borrowings (including the Custodian if the borrowing is
from the Custodian), a notice or undertaking in the form currently employed by
such bank or broker setting forth the amount of collateral. The Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to each
such borrowing: (a) the name of the bank or broker, (b) the amount and terms
of the borrowing, which may be set forth by incorporating by reference an
attached promissory note duly endorsed by the Corporation on behalf of the
Fund, or a loan agreement, (c) the date, and time if known, or which the loan
is to be entered into, (d) the date on which the loan becomes due and payable,
(e) the total amount payable to the Fund on the borrowing date, and (f) the
description of the Securities securing the loan, including the name of the
issuer, the title and the number of shares or the principal amount. The
Custodian shall deliver on the borrowing date specified in the Certificate and
required collateral against the lender's delivery of the total loan amount then
payable, provided that the same conforms to that which is described in the
Certificate. The Custodian shall deliver, in the manner directed by the
Corporation, such Securities as additional collateral, as may be specified in a
Certificate, to secure further any transaction described in this
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Article VII. The Corporation shall cause all Securities released from collateral
status to be returned directly to the Custodian and the Custodian shall receive
from time to time such return of collateral as may be tendered to it.
The Custodian may, at the option of the lender, keep such collateral
in its possession, subject to all rights therein given to the lender because of
the loan. The Custodian may require such reasonable conditions regarding such
collateral and its dealings with third-party lenders as it may deem
appropriate.
ARTICLE VIII
CONCERNING THE CUSTODIAN
A. Except as otherwise provided herein, the Custodian shall not
be liable for any loss or damage resulting from its action or omission to act
or otherwise, except for any such loss or damage arising out of its own
negligence or willful misconduct. The Corporation shall defend, indemnify and
hold harmless the Custodian and its directors, officers, employees and agents
with respect to any loss, claim, liability or cost (including reasonable
attorneys' fees) arising or alleged to arise from or relating to the
Corporation's duties hereunder or any other action or inaction of the
Corporation or its Directors, officers, employees or agents, except such as may
arise from the negligent action, omission, willful misconduct or breach of this
Agreement by the Custodian. The provisions under this paragraph shall survive
the termination of this Agreement.
B. Without limiting the generality of the foregoing, the
Custodian, acting in the capacity of Custodian hereunder, shall be under no
obligation to inquire into, and shall not be liable for:
1.) The validity of the issue of any Securities purchased by or
for the account of a Fund, the legality of the purchase
thereof, or the propriety of the amount paid therefor;
2.) The legality of the sale of any Securities by or for the
account of a Fund, or the propriety of the amount for which
the same are sold;
3.) The legality of the issue or sale of any shares of a Fund, or
the
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sufficiency of the amount to be received therefor;
4.) The legality of the redemption of any shares of a Fund, or
the propriety of the amount to be paid therefor;
5.) The legality of the declaration or payment of any dividend by
a Fund in respect of shares of the Fund;
6.) The legality of any borrowing by a Fund on behalf of a Fund,
using Securities as collateral.
C. The Custodian shall not be under any duty or obligation to
take action to effect collection of any amount due to a Fund from any Dividend
and Transfer Agent of the Fund nor to take any action to effect payment or
distribution by any Dividend and Transfer Agent of the Fund of any amount paid
by the Custodian to any Dividend and Transfer Agent of the Fund in accordance
with this Agreement.
D. Notwithstanding Section D of Article V, the Custodian shall
not be under any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in default, or
if payment is refused after due demand or presentation, unless and until (i) it
shall be directed to take such action by a Certificate and (ii) it shall be
assured to its satisfaction (including prepayment thereof) of reimbursement of
its costs and expenses in connection with any such action.
E. The Corporation acknowledges and hereby authorizes the
Custodian to hold Securities through its various agents described in Appendix B
annexed hereto. The Corporation hereby represents that such authorization has
been duly approved by the Board of Directors of the Corporation as required by
the Act. The Custodian acknowledges that although certain Fund Assets are held
by its agents, the Custodian remains primarily liable for the safekeeping of
the Fund Assets.
In addition, the Corporation acknowledges that the Custodian
may appoint one or more financial institutions, as agent or agents or as
sub-custodian or sub-custodians, including, but not limited to, banking
institutions located in foreign countries, for the purpose of holding
Securities and moneys at any time owned by the Funds. The Custodian shall not
be relieved of any obligation or liability under this Agreement in connection
with the appointment or activities of such agents or sub-custodians. Any such
agent or sub-custodian shall be qualified to serve as such for assets of
investment companies registered under the Act. Upon request, the Custodian
shall promptly forward
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to the Corporation any documents it receives from any agent or sub-custodian
appointed hereunder which may assist trustees of registered investment companies
to fulfill their responsibilities under Rule 17f-5 of the Act.
F. The Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by it for the
account of a Fund are such as properly may be held by that Fund under the
provisions of the Articles of Incorporation and the Corporation's By-Laws.
G. The Custodian shall treat all records and other information
relating to the Funds and Fund Assets as confidential and shall not disclose
any such records or information to any other person unless (i) the Corporation
shall have consented thereto in writing or (ii) such disclosure is required by
law.
H. The Custodian shall be entitled to receive and the
Corporation agrees to pay to the Custodian such compensation as shall be
determined pursuant to Appendix D attached hereto, or as shall be determined
pursuant to amendments to such Appendix D. The Custodian shall be entitled to
charge against any money held by it for the account of each Fund, the amount of
any of its fees, any loss, damage, liability or expense, including counsel fees
related to that Fund. The expenses which the Custodian may charge against the
account of a Fund include, but are not limited to, the expenses of agents or
sub-custodians incurred in settling transactions involving the purchase and
sale of Securities of that Fund.
I. The Custodian shall be entitled to rely upon any Oral
Instructions and any Written Instructions. The Corporation agrees to forward
to the Custodian Written Instructions confirming Oral Instructions in such a
manner so that such Written Instructions are received by the Custodian, whether
by hand delivery, facsimile or otherwise, on the same business day on which
such Oral Instructions were given. The Corporation agrees that the failure of
the Custodian to receive such confirming instructions shall in no way affect
the validity of the transactions or enforceability of the transactions hereby
authorized by the Corporation. The Corporation agrees that the Custodian shall
incur no liability to the Corporation for acting upon Oral Instructions given
to the Custodian hereunder concerning such transactions.
J. The Custodian will (i) set up and maintain proper books of
account and complete records of all transactions in the accounts maintained by
the Custodian
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hereunder in such manner as will meet the obligations of the Corporation under
the Act, with particular attention to Section 31 thereof and Rules 31a-1 and
31a.-2 thereunder and those records are the property of the Corporation, and
(ii) preserve for the periods prescribed by applicable Federal statute or
regulation all records required to be so preserved. All such books and records
shall be the property of the Corporation, and shall be open to inspection and
audit at reasonable times and with prior notice by Officers and auditors
employed by the Corporation.
K. The Custodian shall send to the Corporation any report
received on the systems of internal accounting control of the Custodian, or its
agents or sub-custodians, as the Corporation may reasonably request from time
to time.
L. The Custodian performs only the services of a custodian and
shall have no responsibility for the management, investment or reinvestment of
the Securities from time to time owned by the Funds. The Custodian is not a
selling agent for shares of the Funds and performance of its duties as
custodian shall not be deemed to be a recommendation to the Corporation's
shareholders or others of shares of the Funds as an investment.
M. The Custodian shall take all reasonable action, that the
Corporation may from time to time request, to assist the Corporation in
obtaining favorable opinions from the Corporation's independent accountants,
with respect to the Custodian's activities hereunder, in connection with the
preparation of the Corporation's Form N-1A, Form N-SAR, or other reports to the
Securities and Exchange Commission.
N. The Corporation hereby pledges to and grants the Custodian a
security interest in any Fund Assets to secure the payment of any liabilities
of the Corporation to the Custodian, whether acting in its capacity as
Custodian or otherwise, or on account of money borrowed from the Custodian.
This pledge is in addition to any other pledge of collateral by the Corporation
to the Custodian.
ARTICLE X
TERMINATION
A. Either of the parties hereto may terminate this Agreement for
any reason by giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than ninety (90) days after the
date of giving of such notice. If such notice
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is given by the Corporation, it shall be accompanied by a copy of a resolution
of the Board of Directors of the Corporation, certified by the Secretary of the
Corporation, electing to terminate this Agreement and designing a successor
custodian or custodians. In the event such notice is given by the Custodian,
the Corporation shall, on or before the termination date, deliver to the
Custodian a copy of a resolution of the Board of Directors of the Corporation,
certified by the Secretary, designating a successor custodian or custodians to
act on behalf of the Corporation. In the absence of such designation by the
Corporation, the Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $100,000,000 aggregate capital,
surplus, and undivided profits. Upon the date set forth in such notice this
Agreement shall terminate, and the Custodian, provided that it has received a
notice of acceptance by the successor custodian, shall deliver on that date,
directly to the successor custodian all Securities and moneys then owned by the
Corporation and held by it as Custodian. Upon termination of this Agreement,
the Corporation shall pay to the Custodian on behalf of the Funds such
compensation as may be due as of the date of such termination. The Corporation
agrees on behalf of the Funds that the Custodian shall be reimbursed for its
reasonable costs in connection with the termination of this Agreement.
B. If a successor custodian is not designated by the
Corporation, or by the Custodian in accordance with the preceding paragraph, or
the designated successor cannot or will not serve, the Corporation shall, upon
the delivery by the Custodian to the Funds of all Securities (other than
Securities held in the Book-Entry System which cannot be delivered to the
Funds) and moneys then owned by the Funds, be deemed to be the custodian for
the Funds, and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty with respect
to Securities held in the Book-Entry System, which cannot be delivered to the
Funds, which shall be held by the Custodian in accordance with this Agreement.
ARTICLE XI
MISCELLANEOUS
A. Appendix A sets forth the names and the signatures of all
Authorized Persons, as certified by the Secretary of the Corporation. The
Corporation agrees to
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furnish to the Custodian a new Appendix A in form similar to the attached
Appendix A, if any present Authorized Person ceases to be an Authorized Person
or if any other or additional Authorized Persons are elected or appointed. Until
such new Appendix A shall be received, the Custodian shall be fully protected in
acting under the provisions of this Agreement upon Oral Instructions or
signatures of the then current Authorized Persons as set forth in the last
delivered Appendix A.
B. No recourse under any obligation of this Agreement or for any
claim based thereon shall be had against any organizer, shareholder, Officer,
Director, past, present or future as such, of the Corporation or of any
predecessor or successor, either directly or through the Fund or any such
predecessor or successor, whether by virtue of any constitution, statute or
rule of law or equity, or be the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Agreement and the
obligations thereunder are enforceable solely against the Corporation, and that
no such personal liability whatever shall attach to, or is or shall be incurred
by, the organizers, shareholders, Officers, Directors of the Corporation or of
any predecessor or successor, or any of them as such. To the extent that any
such liability exists, it is hereby expressly waived and released by the
Custodian as a condition of, and as a consideration for, the execution of this
Agreement.
C. The obligations set forth in this Agreement as having been
made by the Corporation have been made by the Board of Directors, acting as
such Directors for an on behalf of the Funds, pursuant to the authority vested
in them under the laws of the State of Maryland, the Articles of Incorporation
and the By-Laws of the Corporation. This Agreement has been executed by
Officers of the Corporation as officers, and not individually, and the
obligations contained herein are not binding upon any of the Directors,
Officers, agents or holders of shares, personally, but bind only the
Corporation.
D. Provisions of the Prospectus and any other documents
(including advertising material) specifically mentioning the Custodian (other
than merely by name and address) shall be reviewed with the Custodian by the
Corporation prior to publication and/or dissemination or distribution, and
shall be subject to the consent of the Custodian.
E. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be sufficiently
given if addressed to the Custodian and mailed or delivered to it at its
offices at Star Bank Center, 425 Walnut
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Street, M.L. 6118, Xxxxxxxxxx, Xxxx 00000, attention Mutual Fund Custody
Department, or at such other place as the Custodian may from time to time
designate in writing.
F. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Corporation shall be sufficiently
given when delivered to the Fund or on the second business day following the
time such notice is deposited in the U.S. mail postage prepaid and addressed to
the Corporation at its office at Xxx Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxx 00000 or
at such other place as the Corporation may from time to time designate in
writing.
G. This Agreement, with the exception of the Appendices, may not
be amended or modified in any manner except by a written agreement executed by
both parties with the same formality as this Agreement, and authorized and
approved by a resolution of the Board of Directors of the Corporation.
H. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Corporation or by the
Custodian, and no attempted assignment by the Corporation or the Custodian
shall be effective without the written consent of the other party hereto.
I. This Agreement shall be construed in accordance with the laws
of the State of Ohio.
J. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective Officers, thereunto duly authorized as of the
day and year first above written.
ATTEST: Ohio National Fund, Inc.
/s/ Xxxxxx X. Xxxxxxxx By: /s/Xxxxxx X. Xxxxxxxxx
---------------------- --------------------------
Title: President
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ATTEST: Star Bank, N.A.
/s/ Xxxxxxxx Xxxxxx By: /s/ Xxxxxx X. Croxten
------------------- -------------------------
Title: Vice President
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APPENDIX A
Authorized Persons Specimen Signatures
------------------ -------------------
President: Xxxxxx X. Xxxxxxxxx ___________________
Secretary: Xxxxxx X. Xxxxxxxx ___________________
Treasurer: Xxxxxx X. Xxxxx ___________________
Vice President: Xxxxxx X. Xxxx ___________________
Vice President: Xxxxxxx X. Xxxxxxxx ___________________
Vice President: Xxxxxxx X. Xxxxxxxx ___________________
Adviser Employees: B. Xxxxxxx Xxxxxxx ___________________
Xxx X. Xxxxxx ___________________
Xxxxx Xxxxxx ___________________
Xxxxxxx Xxxxx ___________________
Xxxxx Xxxxxx ___________________
Xxxxx Xxxxxx ___________________
Transfer Agent/Fund Accountant
Employees:
-------------------- -------------------
-------------------- -------------------
-------------------- -------------------
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00
XXXXXXXX X
The following agents are employed currently by Star Bank, N.A. for securities
processing and control . . .
The Depository Trust Company (New York)
0 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
The Federal Reserve Bank
Cincinnati and Cleveland Branches
Bankers Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
(For Foreign Securities and certain non-DTC eligible Securities)
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APPENDIX C
Star Bank, N.A.
STANDARDS OF SERVICE GUIDE
Star Bank, N.A. is committed to providing superior quality service to
all customers and their agents at all times. We have compiled this guide as a
tool for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for Star Bank to guarantee
processing. Failure to meet these deadlines will result in settlement at our
client's risk. In all cases, Star Bank will make every effort to complete all
processing on a timely basis.
Star Bank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the
Bankers Trust Company as its agent for ineligible and foreign securities.
For corporation reorganizations, Star Bank utilizes SEI's Reorg
Source, Financial Information, Inc., XCITEK, DTC Important Notices, and the
Wall Street Journal.
For bond calls and mandatory puts, Star Bank utilizes SEI's Bond
Source, Xxxxx Information Systems, Standard & Poor's Corporation, and DTC
Important Notices. Star Bank will not notify clients of optional put
opportunities.
Any securities delivered free to Star Bank or its agents must be
received three (3) business days prior to any payment or settlement in order
for the Star Bank standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
The information contained in this Standards of Service
Guide is subject to change. Should any changes be made
Star Bank will provide you with an
updated copy of this Standards of Service Guide.
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STAR BANK SECURITY SETTLEMENT STANDARDS
TRANSACTION TYPE INSTRUCTIONS DEADLINES * DELIVERY INSTRUCTIONS
DTC 1:30 P.M. on Settlement Date DTC Participant #2219
Agent Bank ID #27895
Institutional #______________
For Account #_______________
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cinti/Trust
for Star Bank, N.A. ABA #000000000
For Account # _______________
Federal Reserve Book Entry (Repurchase 1:00 P.M. on Settlement Date Federal Reserve Bank of Cinti/Spec
Agreement Collateral Only) for Star Bank, N.A. ABA #000000000
For Account # _______________
PTC Securities 12:00 P.M. on Settlement Date PTC for Account BTRST/CIST
(GNMA Book Entry) Sub Account: Star Bank, N.A. #090334
Physical Securities 9:30 A.M. EST on Settlement Date Bankers Trust Company
(for Deliveries, by 4:00 P.M. on Settlement 00 Xxxx Xxxxxx, 0xx Xxxxx, Window 43
Date minus 1) for Star Bank Account #090334
CEDEL/EURO-CLEAR 11:00 A.M. on Settlement Date minus 2 Euroclear Via Cedal Bridge
In favor of Bankers Trust Comp
Cedel 53355
For Star Bank Account #501526354
Cash Wire Transfer 3:00 P.M. Star Bank, X.X. Xxxxx/Trust ABA #000000000
Credit Account #0000000
Further Credit to _______________
Account # ______________________
* All times listed are Cincinnati time.
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STAR BANK PAYMENT STANDARDS
SECURITY TYPE INCOME PRINCIPAL
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds * Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA's (P&I) Payable Date + 1 Payable Date + 1
CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit * Payable Date Payable Date
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
NOTE: If a payable date falls on a weekend or bank
holiday, payment will be made on the immediately
following business day.
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STAR BANK CORPORATE REORGANIZATION STANDARDS
TYPE OF ACTION NOTIFICATION TO CLIENT DEADLINE FOR CLIENT INSTRUCTIONS TRANSACTION
TO STAR BANK POSTING
Rights, Warrants, Letter of 10 business days prior to 5 business days prior to expiration Upon receipt
and Optional Mergers expiration or receipt of notice
Mandatory Puts with Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Option to Retain expiration on receipt of notice
Class Actions 10 business days prior to expiration date 5 business days prior to expiration Upon receipt
Voluntary Tenders, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Exchanges, expiration of receipt of notice
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities received None Upon receipt
Liquidations,
Bankruptcies, Stock
Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to None Upon receipt
expiration or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above will be
sold.
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APPENDIX D
SCHEDULE OF COMPENSATION
Star Bank, N.A., as Custodian, will receive monthly compensation for services
according to the terms of the following Schedule:
I. MARKET VALUE FEE
Based upon an annual rate of:
Xxxxxxx
.0000 (0 Xxxxx Xxxxxx) on First $100
.0003 (3 Basis Points) on First $ 50
.0002 (2 Basis Points) on Next 50
.00015 (1.5 Basis Points) on Balance
II. MONTHLY MINIMUM FEE-PER FUND $400.00
III. OUT-OF-POCKET EXPENSES
The only out-of-pocket expenses charged to your account will be
shipping fees or transfer fees.
IV. XXX DOCUMENTS
Per Shareholder/year to hold each XXX Document $8.00
V. EARNINGS CREDITS
On a monthly basis any earnings credits generated from uninvested
custody balances will be applied against any cash management service
fees generated. Earnings credits are based on the average yield on the
91 day U.S. Treasury Xxxx for the preceding thirteen weeks less the 10%
reserve.
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STAR BANK, N.A.
THIRD PARTY ACCESS COMPENSATION SCHEDULE
OHIO NATIONAL FUND, INC.
Third Party access is available within two (2) weeks and requires
dial-up software which will allow your organization to access their
Star Bank accounts from any location.
Requirements and Expenses: Cost
-------------------------- ----
One time client expense for software $250.00 (waived)
purchased from SEI which includes
internal password control and ability to
dial a local IBM Information Systems number
(Generally anywhere in the continental U.S.A.)
Ongoing Expenses:
-----------------
Telephone Connect Time (local Access Only) $ .37/minute
*Long distance rates (if applicable) will be determined pursuant to
the rates charged by client's long distance carrier.
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APPENDIX D
SCHEDULE OF COMPENSATION CONTINUED
Services Unit Cost ($) Monthly Cost ($)
-------- ------------ ---------------
D.D.A. Account Maintenance 14.00
Deposits .399
Deposited Items .109
Checks Paid .159
Balance Reporting - P.C. Access 50.00
ACH Transaction .095
ACH Monthly Maintenance 40.00
Controlled Disbursement (1st account) 110.00
Each additional account 25.00
Deposited Items Returned 6.00
International Items Returned 10.00
NSF Returned Checks 25.00
Stop Payments 22.00
Data Transmission per account 110.00
Data Capture* .10
Drafts Cleared .179
Lockbox Maintenance** 55.00
Lockbox items Processed
- with copy of check .32
- without copy of check .26
Checks Printed .20
Positive Pay .06
Issued Items .015
Wire Incoming
- Domestic 10.00
- International 10.00
Wire Outgoing
- Domestic
- Repetitive 12.00
- Non-Repetitive 13.00
- International
- Repetitive 35.00
- Non-Repetitive 40.00
PC - Initiated Wires:
- Domestic
- Repetitive 9.00
- Non-Repetitive 9.00
- International
- Repetitive 25.00
- Non-Repetitive 25.00
---------------------------
*** Uncollected Charge Star Bank Prime Rate as of first of month plus 4%
* Price can vary depending upon what information needs to be captured
** With the use of lockbox, the collected balance in the demand deposit
account will be significantly increased and therefore earnings to offset
cash management service fees will be maximized.
*** Fees for uncollected balances are figures on the monthly average of
all combined accounts.
**** Other available cash management services are priced separately.
Revised 10/31/95
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