EXHIBIT 8
CUSTODY AGREEMENT
AGREEMENT dated as of July 19, 1996, between SIERRA ASSET MANAGEMENT
PORTFOLIOS (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, and registered as an investment company under the
1940 Act, having its principal office and place of business at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on behalf of its managed
investment portfolios currently existing or as may from time to time be created
and designated by the Trust and covered under this Agreement pursuant to Section
2 hereof (individually, a "Portfolio" and collectively, the "Portfolios") and
BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), a Massachusetts trust
company with its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust and the Custodian agree as follows:
1. Definitions.
Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:
(a) "Authorized Person" shall be deemed to include the Chairman of the
Board of Trustees, the President, and any Vice President, the
Secretary, the Treasurer or any other person, whether or not any such
person is an officer or employee of the Trust, duly authorized by the
Board of Trustees of the Trust to give Oral Instructions and Written
Instructions on behalf of the Trust and listed in the certification
annexed hereto as Appendix A or such other certification as may be
received by the Custodian from time to time.
(b) "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency Securities, its
successor or successors and its nominee or nominees.
(c) "Business Day" shall mean any day on which any Portfolio and the
Custodian are open for business.
(d) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be
given by the Trust to the Custodian, which is actually received by the
Custodian and signed on behalf of the Trust by any two Authorized
Persons or any two officers thereof.
(e) "Master Trust Agreement" shall mean the Agreement and Declaration
of Trust of the Trust dated March 26, 1996, as the same may be amended
from time to time.
(f) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17(a) of the Securities Exchange Act of 1934, as amended,
and authorized to act as a depository under the 1940 Act, its successor
or successors and its nominee or nominees, in which the Custodian is
hereby specifically authorized to make deposits. The term "Depository"
shall further mean and include any other person to be named in a
Certificate authorized to act as a depository under the 1940 Act, its
successor or successors and its nominee or nominees.
(g) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the Government of the United States or agencies or
instrumentalities thereof, commercial paper, bank certificates of
deposit, bankers' acceptances and short-term corporate obligations,
where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale,
and repurchase and reverse repurchase agreements with respect to any of
the foregoing types of securities.
(h) "Oral Instruction" shall mean one or more verbal instructions
actually received by the Custodian from a person reasonably believed by
the Custodian to be an Authorized Person.
(i) "Prospectus" shall mean the Portfolios' current prospectus(es) and
statement(s) of additional information relating to the registration of
the Trust's Shares under the Securities Act of 1933, as amended.
(j) "Shares" refers to units of beneficial interest of any of the
Portfolios.
(k) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and all
other securities, commodities interests and investments from time to
time owned by any of the Portfolios.
(l) "Transfer Agent" shall mean the person that performs the transfer
agent, dividend disbursing agent and shareholder servicing agent
functions for the Portfolios.
(m) "Written Instruction" shall mean one or more written communications
actually received by the Custodian from a person reasonably believed by
the Custodian to be an Authorized Person by any system whereby the
receiver of such communication is able to verify through codes or
otherwise with a reasonable degree of certainty the authenticity of the
sender of such communication.
(n) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to time.
2. Appointment of Custodian.
(a) The Trust hereby constitutes and appoints the Custodian as
custodian of all the Securities and monies at the time owned by or in
the possession of the Trust and specifically allocated to a Portfolio
during the period of this Agreement.
(b) In the event that the Trust establishes one or more investment
portfolios other than the Portfolios with respect to which the Trust
decides to retain the Custodian to provide custody services, the Trust
shall so notify the Custodian in writing. If the Custodian is willing
to render such services, the Custodian shall notify the Trust in
writing, whereupon each such investment portfolio shall be deemed a
Portfolio hereunder as provided in Section 2(c) below.
(c) Any Portfolio may be added to or deleted from coverage under this
Agreement by attaching a revised Schedule C to this Agreement
reflecting such addition or termination, dated and signed by an
authorized officer or representative of each party hereto.
(d) The Custodian hereby accepts appointment as such custodian for each
Portfolio and agrees to perform the duties thereof as set forth herein.
3. Compensation.
(a) The Trust will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as Schedule A and incorporated herein. Such Fee
Schedule does not include commercially reasonable out-of-pocket
disbursements of the Custodian for which the Custodian shall be
entitled to ▇▇▇▇ separately. Commercially reasonable out-of-pocket
disbursements shall include, but shall not be limited to, the items
specified in the Schedule of Out-of-Pocket Charges annexed hereto as
Schedule B and incorporated herein, which schedule may be modified by
the Custodian (i) upon not less than thirty days' prior written notice
to the Trust and (ii) agreement of the Trust. In addition, the expenses
that the Custodian may charge a Portfolio include, but are not limited
to, the usual and customary expenses of Sub-Custodians and foreign
branches of the Custodian incurred in settling transactions outside of
Boston, Massachusetts or New York City, New York involving the purchase
and sale of Securities of such Portfolio.
(b) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A and/or Schedule B of this Agreement a
revised Fee Schedule and/or Schedule of Out-of-Pocket Charges, dated
and signed by an Authorized Person or authorized representative of each
party hereto.
(c) The Custodian will ▇▇▇▇ the Trust for each Portfolio as soon as
practicable after the end of each calendar month, and said ▇▇▇▇▇▇▇▇
will be detailed in accordance with the Fee Schedule and Schedule of
Out-of-Pocket Charges for each Portfolio. The Trust will promptly pay
to the Custodian the amount of such billing. In the alternative, the
Custodian may charge against any monies specifically allocated to a
Portfolio and held on behalf of the Trust pursuant to this Agreement
such compensation and any reasonable expenses incurred by the Custodian
in the performance of its duties with respect to such Portfolio
pursuant to this Agreement. The Custodian shall also be entitled to
place in an escrow account with a third party escrow agent that is
agreeable to the Custodian and the Trust (provided that such approval
of the third party escrow agent shall not be unreasonably withheld by
either party), any monies held by the Custodian and specifically
allocated to a Portfolio on behalf of the Trust pursuant to this
Agreement in the amount of any loss, damage, liability or expense
incurred with respect to such Portfolio, including counsel fees, for
which the Custodian shall be entitled to reimbursement under the
provisions of this Agreement; provided, that the Custodian shall
promptly notify such Portfolio in writing of such placement of monies
in escrow and shall not withdraw for the account of the Custodian any
monies from such escrow except as mutually agreed in writing between
the Custodian and the Portfolio; and provided further, that in the
event that the Custodian and the Portfolio can not agree as to the
withdrawal of any amount of monies from such escrow, the amount of
monies to be withdrawn shall be determined by arbitration conducted as
mutually agreed by the Custodian and the Trust.
4. Custody of Monies and Securities.
(a) Receipt and Holding of Assets.
The Trust will deliver or cause to be delivered to the Custodian all
Securities and monies owned by it at any time during the period of this
Agreement and shall specify the Portfolio to which the Securities and
monies are to be specifically allocated. The Custodian will not be
responsible for such Securities and monies until actually received by
it. The Trust shall instruct the Custodian from time to time in its
sole discretion, by means of a Written Instruction, or, in connection
with the purchase or sale of Money Market Securities, by means of an
Oral Instruction or a Written Instruction, as to the manner in which
and in what amounts Securities and monies of a Portfolio are to be
deposited on behalf of such Portfolio in the Book-Entry System or a
Depository and specifically allocated on the books of the Custodian to
such Portfolio; provided, however, that prior to the deposit of
Securities of a Portfolio in the Book-Entry System or a Depository,
including a deposit in connection with the settlement of a purchase or
sale, the Custodian shall have received a Certificate specifically
approving such deposits by the Custodian in the Book-Entry System or a
Depository. Securities and monies of a Portfolio deposited in the
Book-Entry System or a Depository will be represented in accounts which
include only assets held by the Custodian for customers, including but
not limited to accounts which the Custodian acts in a fiduciary or
representative capacity.
(b) Accounts and Disbursements. The Custodian shall establish and
maintain a separate account for each Portfolio and shall credit to the
separate account for each Portfolio all monies received by it for the
account of such Portfolio and shall disburse the same only:
1. In payment for Securities purchased for such
Portfolio, as provided in Section 5 hereof;
2. In payment of dividends or distributions with respect to the
Shares of such Portfolio, as provided in Section 7 hereof;
3. For the payment of any expenses or liability incurred by a
Portfolio, including, but not limited to, the following:
management, accounting, transfer agent and legal fees and
operating expenses of a Portfolio whether or not expenses are, in
whole or in part, to be capitalized or treated as deferred
expenses;
4. In payment of original issue or other taxes with respect to the
Shares of such Portfolio, as provided in Section 8 hereof;
5. In payment for Shares of such Portfolio which have been redeemed
by that Portfolio, as provided in Section 8 hereof;
6. Pursuant to a Written Instruction, or with respect to Money
Market Securities, an Oral Instruction or a Written Instruction,
setting forth the name of such Portfolio, the name and address of
the person to whom the payment is to be made, the amount to be
paid and the purpose for which payment is to be made; or
7. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to such Portfolio, as
provided in Sections 3 and 11(j) hereof.
(c) Confirmation and Statements. Promptly after the close of business
on each day, the Custodian shall furnish the Trust with confirmations
and a summary of all transfers to or from the account of each Portfolio
during such day. Where securities purchased by a Portfolio are in a
fungible bulk of securities registered in the name of the Custodian (or
its nominee) or shown on the Custodian's account on the books of a
Depository or the Book-Entry System, the Custodian shall by book entry
or otherwise identify the quantity of those securities belonging to
such Portfolio. At least monthly, the Custodian shall furnish the Trust
with a detailed statement of the Securities and monies held for each
Portfolio under this Agreement.
(d) Registration of Securities and Physical Separation. All Securities
held for a Portfolio which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held for a
Portfolio may be registered in the name of that Portfolio, in the name
of any duly appointed registered nominee of the Custodian as the
Custodian may from time to time determine, or in the name of the
Book-Entry System or a Depository or their successor or successors, or
their nominee or nominees. The Trust reserves the right to instruct the
Custodian as to the method of registration and safekeeping of the
Securities of each Portfolio. The Trust agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to hold or
deliver in proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System or a
Depository, any Securities which it may hold for the account of a
Portfolio and which may from time to time be registered in the name of
a Portfolio. The Custodian shall hold all such Securities specifically
allocated to a Portfolio which are not held in the Book-Entry System
or a Depository in a separate account for such Portfolio, in the name
of such Portfolio, physically segregated at all times from those of any
other person or persons.
(e) Segregated Accounts. Upon receipt of a Written Instruction the
Custodian will establish segregated accounts on behalf of each
Portfolio to hold liquid or other assets as it shall be directed by
such Written Instruction and shall increase or decrease the assets in
such Segregated Accounts only as it shall be directed by any subsequent
Written Instructions.
(f) Collection of Income and Other Matters Affecting Securities. Unless
otherwise instructed to the contrary by a Written Instruction, the
Custodian by itself, or through the use of the Book-Entry System or a
Depository with respect to Securities therein deposited, shall with
respect to all Securities held for a Portfolio in accordance with this
Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed or retired, or
otherwise become payable. The Custodian also shall have the
responsibility to each Portfolio for monitoring or ascertaining
any call, redemption or retirement dates with respect to put
bonds which are owned by that Portfolio and held by the Custodian
or its nominees;
3. Surrender Securities in temporary form for definitive Securities;
4. Execute any necessary declarations or certificates of ownership
under the Federal income tax laws or the laws or regulations of
any other taxing authority now or hereafter in effect; and
5. Hold directly, or through the Book-Entry System or a Depository
with respect to Securities therein deposited, for the account of
a Portfolio all rights and similar Securities issued with respect
to any Securities held by the Custodian hereunder for that
Portfolio.
(g) Delivery of Securities and Evidence of Authority. Upon receipt of a
Written Instruction and not otherwise, except for subparagraphs 5, 6,
7, and 8 of this section 4(g) which may be effected by either an Oral
or Written Instruction, the Custodian, directly or through the use of
the Book-Entry System or a Depository, shall:
1. Execute and deliver or cause to be executed and delivered to such
persons as may be designated in such Written Instruction,
proxies, consents, authorizations, and any other instruments
whereby the authority of a Portfolio as owner of any Securities
may be exercised;
2. Deliver or cause to be delivered any Securities held for a
Portfolio in exchange for other Securities or monies issued or
paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for a
Portfolio to any protective committee, reorganization committee
or other person in connection with the reorganization,
refinancing, merger, consolidation or recapitalization or sale of
assets of any corporation, and receive and hold under the terms
of this Agreement in the separate account for a Portfolio such
certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of a
Portfolio and take such other steps as shall be stated in such
Written Instruction for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Portfolios;
5. Deliver Securities owned by a Portfolio upon sale of such
Securities for the account of that Portfolio pursuant to Section
5;
6. Deliver Securities owned by a Portfolio upon the receipt of
payment in connection with any repurchase agreement related to
such Securities entered into by that Portfolio;
7. Deliver Securities owned by a Portfolio to the issuer thereof or
its agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such
case the monies or other consideration is to be delivered to the
Custodian. The Custodian also shall have the responsibility to
each Portfolio for monitoring or ascertaining any call,
redemption or retirement dates with respect to the put bonds
which are owned by that Portfolio and held by the Custodian or
its nominee;
8. Deliver Securities owned by a Portfolio to the issuer thereof, or
its agent, for transfer into the name of that Portfolio or into
the name of any nominee or nominees of the Custodian or into the
name or nominee name of any agent or any sub-custodian appointed
pursuant to Section 11(g) hereof; or for exchange for a different
number of bonds, certificates or other evidence representing the
same aggregate face amount or number of units; provided, however,
that in any such case, the new Securities are to be delivered to
the Custodian;
9. Deliver Securities owned by a Portfolio to the broker for
examination in accordance with "street delivery" custom;
10. Deliver Securities owned by a Portfolio in accordance with the
provisions of any agreement among a Portfolio, the Custodian and
any broker-dealer or any similar organization or organizations
relating to compliance with the rules of any options clearing
entity or securities or commodities exchange, regarding escrow or
other arrangements in connection with transactions by the
Portfolio;
11. Deliver Securities owned by a Portfolio in accordance with the
provisions of any agreement among that Portfolio, the Custodian
and an individual or organization registered under the Commodity
Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any Contract Market,
or any similar organization or organizations, regarding account
deposits in connection with transactions by that Portfolio;
12. Deliver Securities owned by a Portfolio for delivery in
connection with any loans of securities made by that Portfolio,
but only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and that Portfolio, which may
be in the form of monies or obligations issued by the United
States government, its agencies or instrumentalities;
13. Deliver Securities owned by a Portfolio for delivery as security
in connection with any borrowings by that Portfolio requiring a
pledge of that Portfolio's assets, but only against receipt of
amounts borrowed;
14. Deliver Securities owned by a Portfolio upon receipt of a Written
Instruction from that Portfolio for delivery to the Transfer
Agent or to the holders of Shares of that Portfolio in connection
with distributions in kind, as may be described from time to time
in that Portfolio's Prospectus, in satisfaction of requests by
holders of Shares for repurchase or redemption;
15. Deliver Securities as collateral in connection with short sales
of securities by a Portfolio;
16. Deliver Securities for any purpose expressly permitted by and in
accordance with procedures described in a Portfolio's Prospectus
or resolution adopted by the Trust's Board of Trustees signed by
an Authorized Person and certified by the Secretary of the Trust;
and
17. Deliver Securities owned by a Portfolio for any other proper
business purpose, but only upon receipt of, in addition to a
Written Instruction, a certified copy of a resolution of the
Board of Trustees signed by an Authorized Person and certified by
the Secretary of the Trust, specifying the Securities to be
delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper business
purpose, and naming the person or persons to whom delivery of
such Securities shall be made.
(h) Endorsement and Collection of Checks, Etc. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for the account of a
Portfolio; provided, however, that the Custodian shall not be liable
for any monies, whether or not represented by check, draft, or other
instrument for the payment of money, received by it on behalf of that
Portfolio, until the Custodian actually receives and collects such
monies directly or by the final crediting of the account representing
that Portfolio's interest in the Book-Entry System or a Depository.
5. Purchase and Sale of Investments of the Portfolios.
(a) Promptly after each purchase of Securities for a Portfolio, the
Trust shall deliver to the Custodian (i) with respect to each purchase
of Securities that are not Money Market Securities, a Written
Instruction, and (ii) with respect to each purchase of Money Market
Securities, either a Written Instruction or Oral Instruction, in either
case specifying with respect to each purchase: (1) the name of the
Portfolio to which such Securities are to be specifically allocated;
(2) the name of the issuer and the title of the Securities; (3) the
number of shares or the principal amount purchased, and accrued
interest, if any; (4) the date of purchase and settlement; (5) the
purchase price per unit; (6) the total amount payable upon such
purchase; (7) the name of the person from whom or the broker through
whom the purchase was made, if any; (8) whether or not such purchase is
to be settled through the Book-Entry System or a Depository; and (9)
whether the Securities purchased are to be deposited in the Book-Entry
System or a Depository. The Custodian shall receive the Securities
purchased by or for a Portfolio and upon receipt of such Securities
shall pay out of the monies held for the account of such Portfolio the
total amount payable upon such purchase, provided that the same
conforms to the total amount payable as set forth in such Written or
Oral Instruction.
(b) Promptly after each sale of Securities of a Portfolio, the Trust
shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Written
Instruction, and (ii) with respect to each sale of Money Market
Securities, either a Written Instruction or Oral Instruction, in either
case specifying with respect to such sale: (1) the name of the
Portfolio to which the Securities sold were specifically allocated; (2)
the name of the issuer and the title of the Securities; (3) the number
of shares or principal amount sold, and accrued interest, if any; (4)
the date of sale; (5) the sale price per unit; (6) the total amount
payable to such Portfolio upon such sale; (7) the name of the broker
through whom or the person to whom the sale was made; and (8) whether
or not such sale is to be settled through the Book-Entry System or a
Depository. The Custodian shall deliver or cause to be delivered the
Securities to the broker or other person designated by the Trust upon
receipt of the total amount payable to such Portfolio upon such sale,
provided that the same conforms to the total amount payable to such
Portfolio as set forth in such Written or Oral Instruction. Subject to
the foregoing, the Custodian may accept payment in such form as shall
be satisfactory to it, and may deliver Securities and arrange for
payment in accordance with the customs prevailing among dealers in
Securities.
6. Lending of Securities.
If any Portfolio is permitted by the terms of the Master Trust
Agreement and as disclosed in the Portfolio's Prospectus to lend
Securities specifically allocated to that Portfolio, within 24 hours
after each loan of Securities, the Trust shall deliver to the Custodian
a Written Instruction specifying with respect to each such loan: (a)
the name of the Portfolio to which the loaned Securities are
specifically allocated; (b) the name of the issuer and the title of the
Securities; (c) the number of shares or the principal amount loaned;
(d) the date of loan and delivery; (e) the total amount to be delivered
to the Custodian, and specifically allocated to such Portfolio against
the loan of the Securities, including the amount of cash collateral and
the premium, if any, separately identified; (f) the name of the broker,
dealer or financial institution to which the loan was made; and (g)
whether the Securities loaned are to be delivered through the
Book-Entry System or a Depository.
Promptly after each termination of a loan of Securities
specifically allocated to a Portfolio, the Trust shall deliver to the
Custodian a Written Instruction specifying with respect to each such
loan termination and return of Securities: (a) the name of the
Portfolio to which such loaned Securities are specifically allocated;
(b) the name of the issuer and the title of the Securities to be
returned; (c) the number of shares or the principal amount to be
returned; (d) the date of termination; (e) the total amount to be
delivered by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said Written
Instruction); (f) the name of the broker, dealer or financial
institution from which the Securities will be returned; and (g) whether
such return is to be effected through the Book-Entry System or a
Depository. The Custodian shall receive all Securities returned from
the broker, dealer or financial institution to which such Securities
were loaned and upon receipt thereof shall pay, out of the monies
specifically allocated to such Portfolio, the total amount payable upon
such return of Securities as set forth in the Written Instruction.
Securities returned to the Custodian shall be held as they were prior
to such loan.
7. Payment of Dividends or Distributions.
(a) The Trust shall furnish to the Custodian the vote of the Board of
Trustees of the Trust certified by the Secretary (i) authorizing the
declaration of distributions with respect to a Portfolio on a specified
periodic basis and authorizing the Custodian to rely on an Oral
Instruction or a Written Instruction specifying the date of the
declaration of such distribution, the date of payment thereof, the
record date as of which shareholders entitled to payment shall be
determined, the amount payable per Share to the shareholders of record
as of the record date and the total amount payable to the Transfer
Agent on the payment date, or (ii) setting forth the date of
declaration of any distribution by a Portfolio, the date of payment
thereof, the record date as of which shareholders entitled to payment
shall be determined, the amount payable per share to the shareholders
of record as of the record date and the total amount payable to the
Transfer Agent on the payment date.
(b) Upon the payment date specified in such vote, an Oral Instruction
or a Written Instruction, as the case may be, the Custodian shall pay
out the monies specifically allocated to and held for the account of
the appropriate Portfolio the total amount payable to the Transfer
Agent of that Portfolio.
8. Sale and Redemption of Shares of the Portfolios.
(a) Whenever the Trust shall sell any Shares of a Portfolio, the Trust
shall deliver or cause to be delivered to the Custodian a Written
Instruction duly specifying:
1. The name of the Portfolio whose Shares were sold;
2. The name and number of Shares sold, trade date,
and price; and
3. The amount of monies to be received by the Custodian for the
sale of such Shares and specifically allocated to such
Portfolio.
The Custodian understands and agrees that a Written
Instruction may be furnished subsequent to the purchase of Shares of a
Portfolio and that the information contained therein will be derived
from the sales of Shares specifically allocated to that Portfolio as
reported to the Trust by the Transfer Agent.
(b) Upon receipt of such monies from the Transfer Agent, the Custodian
shall credit such monies to the separate account of the Portfolio
specified in subparagraph (1) of paragraph (a) of this Section 8.
(c) Upon issuance of any Shares of a Portfolio in accordance with the
foregoing provisions of this Section 8, the Custodian shall pay, out of
all the monies specifically allocated and held for the account of such
Portfolio, all original issue or other taxes required to be paid in
connection with such issuance upon the receipt of a Written Instruction
specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares of a Portfolio
are redeemed, the Trust shall cause the Transfer Agent to promptly
furnish to the Custodian a Written Instruction, specifying:
1. The name of the Portfolio whose Shares were redeemed;
2. The number of Shares redeemed; and
3. The amount to be paid for the Shares redeemed.
The Custodian further understands that the information
contained in any such Written Instruction will be derived from the
redemption of Shares specifically allocated to that Portfolio as
reported to the Trust by the Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting forth the
number of Shares of a Portfolio received by the Transfer Agent for
redemption and that such Shares are valid and in good form for
redemption, the Custodian shall make payment to the Transfer Agent out
of the monies specifically allocated to and held for the account of the
Portfolio specified as provided in subparagraph (1) of paragraph (d) of
this Section 8.
(f) Notwithstanding the above provisions regarding the redemption of
Shares of a Portfolio, whenever such Shares are redeemed pursuant to
any check redemption privilege which may from time to time be offered
by the Portfolio, the Custodian, unless otherwise instructed by a
Written Instruction shall, upon receipt of advice from the Portfolio or
its agent stating that the redemption is in good form for redemption in
accordance with the check redemption procedure, honor the check
presented as part of such check redemption privilege out of the monies
specifically allocated to the Portfolio in such advice for such
purpose.
9. Indebtedness.
(a) The Trust will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Trust borrows money for
temporary administrative or emergency purposes using Securities as
collateral for such borrowings, a notice or undertaking in the form
currently employed by any such bank setting forth the amount which such
bank will loan to the Trust against delivery of a stated amount of
collateral. The Trust shall promptly deliver to the Custodian a Written
Instruction stating with respect to each such borrowing: (1) the name
of the Portfolio for which the borrowing is to be made; (2) the name of
the bank; (3) the amount and terms of the borrowing, which may be set
forth by incorporating by reference an attached promissory note, duly
endorsed by the Trust, or other loan agreement; (4) the time and date,
if known, on which the loan is to be entered into (the "borrowing
date"); (5) the date on which the loan becomes due and payable; (6) the
total amount payable to the Trust for the separate account of the
Portfolio on the borrowing date; (7) the market value of Securities to
be delivered as collateral for such loan, including the name of the
issuer, the title and the number of shares or the principal amount of
any particular Securities; (8) whether the Custodian is to deliver such
collateral through the Book-Entry System or a Depository; and (9) a
statement that such loan is in conformance with the 1940 Act and the
Portfolio's Prospectus.
(b) Upon receipt of the Written Instruction referred to in subparagraph
(a) of this Section 9, the Custodian shall deliver on the borrowing
date the specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the loan
payable, provided that the same conforms to the total amount payable as
set forth in the Written Instruction. The Custodian may, at the option
of the lending bank, keep such collateral in its possession, but such
collateral shall be subject to all rights therein given the lending
bank by virtue of any promissory note or loan agreement. The Custodian
shall deliver as additional collateral in the manner directed by the
Trust from time to time such Securities specifically allocated to such
Portfolio as may be specified in a Written Instruction to collateralize
further any transaction described in this Section 9. The Trust 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. In the event
that the Trust fails to specify in a Written Instruction all of the
information required by this Section 9, the Custodian shall not be
under any obligation to deliver any Securities and will promptly
notify the Trust of such deficient Written Instruction and the
information that is required by this Section 9 that is missing.
Collateral returned to the Custodian shall be held hereunder as it was
prior to being used as collateral.
10. Persons Having Access to Assets of the Portfolios.
(a) No Trustee, officer, employee or agent of the Trust, and no
officer, director, trustee, employee or agent of the Portfolios'
investment adviser, of any investment sub-adviser of a Portfolio, or
of the Portfolios' administrator or sub-administrator, shall have
physical access to the assets of a Portfolio held by the Custodian or
be authorized or permitted to withdraw any investments of a Portfolio,
nor shall the Custodian deliver any assets of a Portfolio to any such
person. No officer, director, employee or agent of the Custodian who
holds any similar position with the Portfolios' investment adviser,
with any sub-adviser of the Portfolios or with the Portfolios'
administrator or sub-administrator shall have access to the assets of
a Portfolio.
(b) Nothing in this Section 10 shall prohibit any trustee, officer,
employee or agent of the Trust, or any officer, director, trustee,
employee or agent of a Portfolio's investment adviser, of any
investment sub-adviser of a Portfolio or of the Portfolios'
administrator or sub-administrator, from giving an Oral Instruction or
a Written Instruction to the Custodian or executing a Certificate so
long as it does not result in delivery of or access to assets of the
Trust prohibited by paragraph (a) of this Section 10.
11. Concerning the Custodian.
(a) Qualification. The Custodian represents and warrants to the Trust
that the Custodian is qualified under Section 17(f) of the 1940 Act and
the rules and regulations thereunder to be a custodian for the
securities and similar investments of the Trust, as a registered
investment company, and of the Portfolios, as series of a registered
investment company.
(b) Standard of Conduct. Except as otherwise provided herein, neither
the Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, 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 Custodian may, with respect to
questions of law, apply for and obtain the advice and opinion of
counsel to the Trust or of its own counsel, at the expense of the
Trust, and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice or opinion.
The Custodian shall be liable to the Trust for any loss or damage
resulting from the use of the Book-Entry System or a Depository arising
by reason of any negligence, misfeasance or misconduct on the part of
the Custodian or any of its employees or agents.
(c) Limit of Duties. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for:
1. The validity of the issue of any Securities purchased by a
Portfolio, the legality of the purchase thereof, or the propriety of
the amount paid therefor;
2. The legality of the sale of any Securities by a Portfolio or the
propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety of
the amount to be paid therefor;
5. The legality of the declaration or payment of any distribution of
a Portfolio;
6. The legality of any borrowing for temporary or emergency
administrative purposes.
(d) No Liability Until Receipt. The Custodian shall not be liable for,
or considered to be the Custodian of, any monies, whether or not
represented by any check, draft, or other instrument for the payment of
money, received by it on behalf of a Portfolio until the Custodian
actually receives and collects such monies directly or by the final
crediting of the account representing the Trust's or such Portfolio's
interest in the Book-Entry System or a Depository. The Custodian shall
exercise reasonable diligence in pursuing payment on any such
instrument, or any dividend, interest or other receivable of the Trust.
(e) Amounts Due from Transfer Agent. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount due to a Portfolio from the Transfer Agent nor to take any
action to effect payment or distribution by the Transfer Agent of any
amount paid by the Custodian to the Transfer Agent in accordance with
this Agreement.
(f) Collection Where Payment Refused. 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 (a) it shall be directed to take such action by a
Certificate and (b) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such
action.
(g) Appointment of Agents and Sub-Custodians. The Custodian may appoint
one or more banking institutions, including but not limited to banking
institutions located in foreign countries (provided that each such
institution shall constitute an "Eligible Foreign Custodian" within the
meaning of Rule 17f-5 under the 1940 Act), to act as Depository or
Depositories or as Sub-Custodian or as Sub-Custodians of Securities
and monies at any time owned by a Portfolio, upon terms and conditions
specified in a Certificate. The Custodian shall use reasonable care in
selecting a Depository and/or Sub-Custodian located in a country other
than the United States ("Foreign Sub-Custodian"), and shall oversee
the maintenance of any Securities or monies of a Portfolio by any
Foreign Sub-Custodian. The Custodian shall not appoint any Foreign
Sub-Custodian on behalf of the Trust until the Board of Trustees of
the Trust, if required by Rule 17f-5 or Rule 17f-4, under the 1940 Act,
shall have made the determinations and approved the written contract
with such Foreign Sub-Custodian. In addition, the Custodian shall hold
the Trust harmless from, and indemnify the Trust against, any loss that
occurs as a result of the failure of any Foreign Sub-Custodian to
exercise reasonable care with respect to the safekeeping of Securities
and monies of any Portfolio. Notwithstanding the generality of the
foregoing, however, the Custodian shall not be liable for any losses
resulting from or caused by events or circumstances beyond its
reasonable control, including but not limited to, losses resulting from
nationalization, expropriation, devaluation, revaluation, confiscation,
seizure, cancellation, destruction or similar action by any
governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental
authority or currency restrictions, exchange controls, taxes, levies or
other charges affecting the Trust's property; or acts of war,
terrorism, insurrection or revolution; or any other similar act or
event beyond the Custodian's control.
The Custodian shall maintain such records as shall be
necessary to identify the assets of each Portfolio held by each Foreign
Sub-Custodian. The Custodian shall furnish to the Trust such periodic
reports as the Trust shall reasonably request with respect to the
assets of each Portfolio held by each Foreign Sub-Custodian, and shall
furnish to the Trust such notices of transfers of securities, deposits
or other assets to or from each Portfolio's account by each Foreign
Sub-Custodian as the Trust shall request.
The Custodian shall advise the Trust promptly if it learns
that any Foreign Sub-Custodian no longer constitutes an "Eligible
Foreign Custodian" and of any failure by any Foreign Sub-Custodian to
observe any material term or condition of its appointment. If the Board
of Trustees of the Trust determines that a Portfolio's assets should be
withdrawn from a Foreign Sub-Custodian pursuant to Rule 17f-5 under
the 1940 Act, the Custodian shall withdraw the Portfolio's assets from
the care of such Foreign Sub-Custodian as soon as reasonably
practicable, and in any event within 180 days of the date of such
determination by the Board of Trustees of the Trust.
The Custodian may authorize one or more of the Foreign
Sub-Custodians to use the facilities of one or more foreign central
securities depositories or clearing agencies as may hereafter be
approved by resolution of the Trustees of the Trust; provided that any
such organization shall constitute an "Eligible Foreign Custodian."
In the event that any Foreign Sub-Custodian fails to perform
any of its obligations under the terms of its appointment, the
Custodian shall use its best efforts to cause such Foreign
Sub-Custodian to perform such obligations. At the written request of
the Trust, the Custodian shall use its best efforts to assert and
collect any claim for liability for any loss or damage incurred by a
Portfolio arising out of the failure of any such Foreign Sub-Custodian
to perform such obligations.
(h) No Duty to Ascertain Authority. 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 Trust and specifically allocated to
a Portfolio are such as may properly be held by the Trust and
specifically allocated to such Portfolio under the provisions of the
Master Trust Agreement and the Prospectus.
(i) Reliance on Certificates and Instructions. The Custodian
shall be entitled to rely upon any Certificate, notice or other
instrument in writing received from the Trust by the Custodian and
reasonably believed by the Custodian to be genuine and to be signed by
two officers of the Trust. The Custodian shall be entitled to rely upon
any Written Instruction or Oral Instruction actually received by the
Custodian pursuant to the applicable Sections of this Agreement and
reasonably believed by the Custodian to be genuine and to be given by
an Authorized Person. The Trust agrees to forward to the Custodian a
Written Instruction from an Authorized Person confirming such Oral
Instruction in such manner so that such Written Instruction are
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business on the same day that such Oral
Instruction is given to the Custodian. The Trust agrees that the fact
that such confirming instructions are not received by the Custodian
shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Trust. The
Trust agrees that the Custodian shall incur no liability to the Trust
in acting upon an Oral Instruction given to the Custodian hereunder
concerning such transactions provided such instructions reasonably
appear to have been received from a duly Authorized Person.
(j) Overdrafts. In the event that the Custodian is directed by Written
Instruction (or Oral Instruction confirmed in writing in accordance
with Section 11(i) hereof) to make any payment or transfer of monies on
behalf of any Portfolio for which there would be, at the close of
business on the date of such payment or transfer, insufficient monies
held by the Custodian on behalf of the Portfolio, the Custodian may, in
its sole discretion and as permitted by applicable law, provide an
overdraft (an "Overdraft") to the Portfolio in an amount sufficient to
allow the completion of such payment or transfer. Any Overdraft
provided hereunder: (a) shall be payable on the next Business Day,
unless otherwise agreed by such Portfolio and the Custodian; (b) shall
accrue interest from the date of the Overdraft to the date of payment
in full by such Portfolio at a rate agreed upon in writing, from time
to time, by the Custodian and such Portfolio. The Custodian and the
Portfolio acknowledge that the purpose of such Overdraft is to
temporarily finance the purchase of Securities for prompt delivery in
accordance with the terms hereof, to meet unanticipated or unusual
redemption, to allow the settlement of foreign exchange contracts or to
meet other emergency expenses not reasonably foreseeable by such
Portfolio. In the event that the Custodian becomes aware that an
Overdraft may occur in time to prevent the Overdraft, the Custodian
will promptly notify the Portfolio, to the extent practicable, and
cooperate with the Portfolio, to the extent possible, in the
Portfolio's attempt to avoid the Overdraft. The Custodian shall
promptly notify such Portfolio in writing (an "Overdraft Notice") of
any Overdraft by facsimile transmission or in such other manner as such
Portfolio and the Custodian may agree in writing. The Portfolio shall
be liable to pay the charge for the Overdraft to the extent that the
Portfolio is responsible for causing such Overdraft and the Custodian
shall be liable to pay the charge for the Overdraft to the extent that
the Custodian is responsible for causing such Overdraft. To secure
payment of any Overdraft, the Portfolio hereby grants to the Custodian
a continuing security interest in and right of setoff against the
Securities and monies in such Portfolio's account from time to time in
the full amount of such Overdraft. Should the Portfolio fail to pay
promptly any amounts owed hereunder, the Custodian shall be entitled to
use available monies in such Portfolio's account and to liquidate
Securities in the account as is necessary to meet such Portfolio's
obligations under the Overdraft; provided, that the Portfolio shall be
entitled to choose which Securities shall be liquidated. In any such
case, and without limiting the foregoing, the Custodian shall be
entitled, to the extent permitted by applicable law, to take such other
action(s) or exercise such other options, powers and rights as the
Custodian now or hereafter has as a secured creditor under the
Massachusetts Uniform Commercial Code or any other applicable law.
(k) Inspection of Books and Records. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Trust and by the appropriate
employees of the Securities and Exchange Commission.
The Custodian shall provide the Trust with any report obtained
by the Custodian on the system of internal accounting control of the
Book-Entry System or a Depository and with such reports on its own
systems of internal accounting control as the Trust may reasonably
request from time to time.
12. Term and Termination.
(a) This Agreement shall be effective as of the date first set forth
above (the "Effective Date") and shall continue in effect thereafter
until such time as this Agreement may be terminated in accordance with
the provisions hereof.
(b) Either of the parties hereto may terminate this Agreement with
respect to any Portfolio by giving to the other party a notice in
writing specifying the date of such termination, which shall be not
less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Trust, it shall be accompanied by a
certified vote or votes of the Board of Trustees of the Trust, electing
to terminate this Agreement with respect to any Portfolio and
designating a successor custodian or custodians, which shall be a
person qualified to so act under the 1940 Act.
(c) In the event that the Custodian is no longer qualified as provided
in Section 11(a) hereof, the Custodian shall immediately give notice to
the Trust as provided herein and this Agreement shall automatically
terminate as to all of the Portfolios as soon as it is practicable for
all the Securities and monies of the Trust and the Portfolios to be
delivered to the Trust or to a new custodian as provided below and upon
such delivery.
In the event notice of termination is given by the Custodian
or this Agreement is automatically terminated as provided above, as the
case may be, the Trust shall, on or before the termination date,
deliver to the Custodian a certified vote or votes of the Board of
Trustees of the Trust, designating a successor custodian or custodians.
In the absence of such designation by the Trust, the Custodian may
designate a successor custodian, which shall be a person qualified to
so act under the ▇▇▇▇ ▇▇▇. If the Trust fails to designate a successor
custodian for such Portfolio or Portfolios and the Custodian does not
designate a successor custodian for such Portfolio or Portfolios, the
Trust shall upon the date specified in the notice of termination of
this Agreement or upon the date of automatic termination of this
Agreement as provided above and upon the delivery by the Custodian of
all Securities (other than Securities held in the Book-Entry System
which cannot be delivered to the Trust) and monies then owned by such
Portfolio, be deemed to be its own custodian 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 Trust.
(d) If the Trust or the Custodian designates a successor custodian for
the Portfolio or Portfolios, upon the date set forth in such notice
under paragraph (c) of this Section 12 or upon the date of automatic
termination of this Agreement, as provided above, as the case may be,
this Agreement shall terminate to the extent specified in such notice,
and the Custodian shall upon receipt of a notice of acceptance by the
successor custodian on that date (i) deliver directly to the successor
custodian all Securities and monies then held by the Custodian and
specifically allocated to the Portfolio or Portfolios specified, after
deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled with respect to such
Portfolio or Portfolios; and (ii) will otherwise cooperate in the
transfer of its duties and responsibilities to the successor custodian
hereunder.
13. Limitation of Liability.
The Trust and the Custodian agree that the obligations of the
Trust under this Agreement shall not be binding upon any of the
Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust and the
Portfolios covered under this Agreement, as provided in the Master
Trust Agreement. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust, and signed by an authorized
officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them or any shareholder of the Trust
individually or to impose any liability on any of them or any
shareholder of the Trust personally, but shall bind only the assets and
property of the Trust and the Portfolios covered under this Agreement
as provided in the Master Trust Agreement.
14. Miscellaneous.
(a) Annexed hereto as Appendix A is a certification signed by two of
the present officers of the Trust setting forth the names and the
signatures of the present Authorized Persons. The Trust agrees to
furnish to the Custodian a new certification in similar form in the
event that any such present Authorized Person ceases to be such an
Authorized Person or in the event that other or additional Authorized
Persons are elected or appointed. Until such new certification shall be
received, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon Oral Instruction or signatures of the
present Authorized Persons as set forth in the last delivered
certification.
(b) Annexed hereto as Appendix B is a certification signed by two of
the present officers of the Trust setting forth the names and the
signatures of the present officers of the Trust. The Trust agrees to
furnish to the Custodian a new certification in similar form in the
event any such present officer ceases to be an officer of the Trust or
in the event that other or additional officers are elected or
appointed. Until such new certification shall be received, the
Custodian shall be fully protected in acting under the provisions of
this Agreement upon the signature of the officers as set forth in the
last delivered certification.
(c) The Custodian shall provide the Trust and/or its investment
advisers and investment sub-advisers such reports on securities and
cash positions, transaction fails, aging of receivables and other
relevant data as the Trust or its investment advisers and investment
sub-advisers may reasonably require and shall reconcile any differences
with the records of such pricing and bookkeeping agent. The Custodian
will also timely provide the Trust's pricing and bookkeeping agent with
such information in the Custodian's possession as the pricing and
bookkeeping agent may reasonably require.
(d) 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 first set forth above; or at such other place or in such
other manner as the Custodian may from time to time designate in
writing.
(e) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Trust, shall be sufficiently given
if addressed to the Trust and mailed or delivered to it at its
principal office and place of business first set forth above; or at
such other place or in such other manner as the Trust may from time to
time designate in writing.
(f) This Agreement 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, as may be permitted or required by the ▇▇▇▇ ▇▇▇.
(g) 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 Trust
without the written consent of the Custodian, or by the Custodian
without the written consent of the Trust authorized or approved by a
vote of the Board of Trustees of the Trust, and any attempted
assignment without such written consent shall be null and void.
(h) The Trust represents that a copy of the Master Trust Agreement is
on file with the Secretary of the Commonwealth of Massachusetts and
with the Boston City Clerk.
(i) This Agreement shall be construed in accordance with
the laws of the Commonwealth of Massachusetts.
(j) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(k) 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 representatives duly authorized as
of the day and year first above written.
SIERRA ASSET MANAGEMENT PORTFOLIOS
By /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice-President
APPENDIX A
We, F. ▇▇▇▇▇ ▇▇▇▇▇▇, President, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive
Vice President, Treasurer and Secretary, of Sierra Asset Management Portfolios,
a business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), do hereby certify that:
The following individuals have been duly authorized as
Authorized Persons to give Oral Instructions and Written Instructions on behalf
of the Trust.
Name Position Signature
---- -------- ---------
F. ▇▇▇▇▇ ▇▇▇▇▇▇ President /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President, Treasurer -----------------------
and Secretary
▇▇▇▇▇▇▇ ▇. Goth Senior Vice President /s/ ▇▇▇▇▇▇▇ ▇. Goth
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Treasurer /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
/s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------- --------------------
F. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President Executive Vice
President, Secretary
and Treasurer
Dated: July 19, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
We, F. ▇▇▇▇▇ ▇▇▇▇▇▇, President, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive
Vice President, Treasurer and Secretary, of Sierra Asset Management Portfolios,
a business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), do hereby certify that:
The following individuals serve in the following positions
with the Trust and each individual has been duly elected or appointed to each
such position and qualified therefor in conformity with the Trust's Master Trust
Agreement and the signatures set forth opposite their respective names are their
true and correct signatures:
Name Position Signature
---- -------- ---------
F. ▇▇▇▇▇ ▇▇▇▇▇▇ President /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President, Treasurer -----------------------
and Secretary
▇▇▇▇▇▇▇ ▇. Goth Senior Vice President /s/ ▇▇▇▇▇▇▇ ▇. Goth
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Treasurer /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Assistant Secretary /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Assistant Secretary, /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Blue Sky -----------------------
/s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------- --------------------
F. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President Executive Vice
President, Secretary
and Treasurer
Dated: July 19, 1996
SCHEDULE A
BOSTON SAFE DEPOSIT AND TRUST COMPANY
CUSTODY FEE SCHEDULE
A. Account Maintenance Charge
Per Month per account $100.00
B. Earnings Allowance
Earnings credits will be provided on 90% of idle U.S. dollar balances at an
annualized rate equal to the 90 day U.S. Treasury ▇▇▇▇ rate for the period.
If the earnings credit exceeds the total custody ▇▇▇▇ in a given month, the
excess earnings credit will be carried forward and can be used to offset
future custody bills. If the earnings credit is less than the custody ▇▇▇▇
in a given month plus any previous excess earnings credit, then an invoice
will be due for that amount. Earnings credits will be used exclusively to
offset custody bills.
GLOBAL CUSTODY FEE SCHEDULE
C. Global Safekeeping:
1. EUROCLEAR/CEDEL/FIRST CHICAGO CLEARING CORP.:
The Trust shall pay the Custodian the following
transaction charge for assets held through
Euroclear/Cedel at the end of each month:
$30 per transaction
2. Global Safekeeping - Group I, Group II, Group III,
Group IV, Group V and Group VI Markets:
The Trust shall pay the Custodian the following transaction
charges with respect to the Group listed below.
Group I Transactions $35.00 per transaction
Group II Transactions $40.00 per transaction
Group III Transactions $50.00 per transaction
Group IV Transactions $60.00 per transaction
Group V Transactions $70.00 per transaction
Group VI Transactions $85.00 per transaction
*Third Party F/X $20.00 per FX
--------
* A Third Party F/X is one in which Boston Safe is not
the currency broker. This charge will be assessed
only on transactions where funds are actually
transferred.
Reimbursable out-of-pocket expenses will be added to each monthly
invoice and will include, but not be limited to, such customary items
as telephone, wire charges ($5.00 per wire), stamp duties, securities
registration, postage, courier services and duplication charges.
SCHEDULE A
(continued)
COUNTRY GROUPS
GROUP I GROUP II GROUP III GROUP IV
------- -------- --------- --------
Australia Belgium Austria Argentina
Canada Denmark Finland Czech Republic
Germany France Hong Kong Philippines
Japan Ireland Israel Sri Lanka
Italy Malaysia Taiwan
Netherlands Mexico Turkey
New Zealand Norway
South Africa South Korea
Spain Singapore
Sweden Thailand
Switzerland
United Kingdom
GROUP V GROUP VI
------- --------
Indonesia Bangladesh
Luxembourg Brazil
Peru China-Shanghai
Portugal China Shenzhen
Colombia
Greece
Hungary
India
Jordan
Pakistan
Poland
Venezuela
SIERRA ASSET MANAGEMENT PORTFOLIOS
By /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice-President
SCHEDULE B
OUT-OF-POCKET CHARGES
The Trust will pay to the Custodian as soon as possible after the end
of each month all out-of-pocket expenses, including but not limited to, postage,
wire charges ($5.00), courier expense, registration fees, stamp duties, telex
charges, custom reporting or custom programing, internal/external tax, legal or
consulting costs, and proxy voting expenses, reasonably incurred in connection
with the assets of each Portfolio of the Trust.
SIERRA ASSET MANAGEMENT PORTFOLIOS
By /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice-President
Dated: July 19, 1996
SCHEDULE C
SIERRA ASSET MANAGEMENT PORTFOLIOS
COVERED UNDER THIS CUSTODY AGREEMENT
Income Portfolio
Value Portfolio
Balanced Portfolio
Growth Portfolio
Capital Growth Portfolio
SIERRA ASSET MANAGEMENT PORTFOLIOS
By /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice-President
Dated: July 19, 1996
