EXHIBIT 99.g10
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Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 XXXXXXX
SACHS
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REGISTERED INVESTMENT COMPANY
CUSTODY AGREEMENT
XXXXXXX, XXXXX & CO.
00 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
ATTENTION: FUTURES SERVICES DEPARTMENT
This Registered Investment Company Custody Agreement ("Agreement") is
entered into by the undersigned customer ("Customer"), an investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
and Xxxxxxx, Xxxxx & Co. (collectively with its affiliates, "Goldman") on the
date specified on the signature page below in connection with the Futures and
Options Account Agreement (the "Customer Agreement") between Goldman and
Customer. All capitalized terms not defined in this Agreement have the meanings
specified in the Customer Agreement.
1. MARGIN.
Customer shall deposit and maintain initial margin in connection with each
Contract entered into by Customer pursuant to the Customer Agreement in
accordance with and subject to the terms of the Customer Agreement. Goldman
shall accept and hold such initial margin deposited by Customer subject to the
terms and conditions of the Customer Agreement and this Agreement.
2. XXXXXXX'X RESPONSIBILITIES AND REPRESENTATIONS.
(a) Goldman represents that it is registered as a futures commission
merchant ("FCM") under the CEA.
(b) Goldman and Customer agree that (i) Goldman shall hold initial margin
deposited by Customer in compliance with the requirements of section 4d(2) of
the CEA and the rules thereunder or, if applicable, the requirements of rule
30.7 of the CFTC under the CEA; (ii) Goldman, as appropriate to Customer's
transactions in Contracts and in accordance with the CEA and the rules and
regulations thereunder, may place and maintain initial margin deposited by
Customer with another FCM (provided that such FCM is not an affiliated person
(as defined in the 1940 Act) of Customer or an affiliated person of such a
person), a clearing organization as defined in rule 1.3(d) under the CEA
(including a clearing organization for a foreign board of trade), a bank, as
defined in section 2(a)(5) of the 1940 Act, a banking institution or trust
company that is incorporated or organized under the laws of a country other than
the United States and that is regulated as such by the country's government or
an agency thereof or a member of a foreign board of trade, and shall obtain an
acknowledgment, as required under rules 1.20(a) or 30.7(c) under the CEA, as
applicable, that such margin is held on behalf of Xxxxxxx'x customers in
accordance with the provisions of the CEA; and (iii) Goldman shall promptly
furnish copies of or extracts from its records or such other information
pertaining to Customer's assets as the Securities and Exchange Commission
through its employees or agents may request.
3. TERMINATION.
This Agreement shall continue in effect for so long as the Customer
Agreement between Customer and Goldman remains in effect.
4. AMENDMENT AND WAIVER; CUSTOMER AGREEMENT.
No provision of this Agreement shall in any respect be waived or modified
unless such waiver or modification is in writing and signed by authorized
representatives of Customer and Goldman. Nothing set forth herein shall be
construed to amend or modify the Customer Agreement in any respect, and the
Customer Agreement shall remain in full force and effect and shall be binding on
and enforceable against the parties.
5. SUCCESSORS; BINDING EFFECT.
(a) This Agreement shall inure to the benefit of, and be binding upon, each
of the parties and their respective permitted successors and assigns.
(b) This Agreement and the obligations of Customer hereunder may not be
assigned or delegated by Customer without prior written consent of Goldman, and
any purported assignment or delegation without such consent shall be void.
Goldman may not assign its rights nor delegate its obligations under this
Agreement, in whole or part, without the prior written consent of Customer, and
any purported assignment or delegation without such consent shall be void,
except for an assignment and delegation of all of Xxxxxxx'x rights and
obligations hereunder in whatever form Goldman determines may be appropriate to
a partnership, corporation, trust or other organization in whatever form that
succeeds to all or substantially all of Xxxxxxx'x assets and business and that
assumes such obligations by contract, operation of law or otherwise. Upon any
such assignment and delegation of obligations, Goldman shall be relieved of and
fully discharged from all obligations hereunder, whether such obligations arose
before or after such assignment and delegation.
6. GOVERNING LAW.
THE CONSTRUCTION, VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
CONFLICTS OF LAW PRINCIPLES).
7. CONSENT TO JURISDICTION.
Customer submits to the non-exclusive jurisdiction of the courts of the
State District of New York and of the Federal courts in the Southern District of
New York with respect to any proceeding arising out of or relating to this
Agreement or any transaction in connection herewith. Customer hereby waives
irrevocably any objection to the jurisdiction of any such court which it might
otherwise be entitled to assert in any proceeding arising out of or relating to
this Agreement or any transaction in connection herewith.
8. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
Date: 2-6-06
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Name of Customer: AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS (on behalf of the
Funds listed on Schedule A)
By/Signature: /s/ Xxxxxxx X. Xxxxxxxxxxx V.P.
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Name: Xxxxxxx X. Xxxxxxxxxxx Title: Vice President
SCHEDULE A
Dated: 2-6-06
To Registered Investment Company Custody Agreement dated 2-6-06 ("RICC").
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
Equity Growth Fund (157-35528)
Income and Growth Fund (157-35529)
Disciplined Growth Fund (157-26227)
Small Company Fund (157-51091)
Long-Short Equity Fund
