CUSTODIAN AGREEMENT
THIS AGREEMENT, made as of the 1st day of February, 1996, is by and between
TWENTIETH CENTURY STRATEGIC PORTFOLIOS, INC., a Maryland corporation
("Corporation") and THE CHASE MANHATTAN BANK, N.A., a trust corporation
organized under the laws of the state of New York ("Custodian").
1. During the life of this Agreement, the Corporation shall place and
maintain its securities and cash with the Custodian. All securities delivered to
the Custodian (other than bearer securities) shall be properly endorsed prior to
such delivery and in negotiable form for transfer or in the name of the
Custodian or its nominee.
2. The Custodian shall keep safely such securities owned by the
Corporation as are delivered to it and, on behalf of the Corporation, shall from
time to time receive securities for safekeeping. The Custodian shall hold all
registered securities owned by the Corporation registered in the name of the
Corporation or of the Custodian, or of any nominee of the Corporation or of the
Custodian, or in the so-called street certificate form, in any case with or
without any indication of fiduciary capacity. The Custodian shall deliver
securities owned by the Corporation only:
(a) upon sales of such securities for the account of the
Corporation; such delivery to be made only upon payment of readily available
funds therefor;
(b) when such securities are called, redeemed, retired or otherwise
become payable;
(c) for examination by any broker selling any such securities in
accordance with "street delivery" custom;
(d) in exchange for or upon conversion into other securities alone
or other securities and cash;
(e) upon exercise of subscription, purchase or other similar rights
represented by such securities;
(f) upon conversion of such securities pursuant to their terms into
other securities;
(g) for the purpose of exchanging interim receipts or temporary
securities for definitive securities;
(h) for the purpose of redeeming in kind shares of the capital stock
of the Corporation;
(i) for the purpose of pledge or hypothecation to secure any loan
incurred by the Corporation, but only upon payment to the Custodian of the money
borrowed, except that in cases where additional collateral is required to secure
a borrowing already made, further securities may be released for that purpose;
(j) for other proper corporate purposes. The Custodian will act,
under this subparagraph only upon receipt of a certified copy of a resolution of
the Board of Directors or of the Executive Committee signed by an officer of the
Corporation and certified by its Secretary or an Assistant Secretary, specifying
the securities to be delivered, setting forth the purposes for which such
delivery is to be made, declaring such purposes to be proper corporate purposes,
and naming the person or persons to whom delivery of such securities shall be
made; or
(k) except in the case of delivery pursuant to the terms of
subsection (c) or (g) above, upon receipt of proper instructions from the
Corporation. Any securities or cash or other property receivable by virtue of
delivery pursuant to subsections (b), (d), (f) and (g) of this paragraph shall
be deliverable to the Custodian.
3. The Custodian shall retain all funds received by it from or for the
account of the Corporation in an account or accounts, whether with the Custodian
or other bank or banks in the name of the Custodian as custodian for the
Corporation, subject only to draft or order in accordance with the terms of this
Agreement. The Custodian shall make payments from funds received by it from or
for the account of the Corporation only:
(a) for the purchase of securities for the portfolio of the
Corporation and upon the delivery of such securities to the Custodian either in
bearer form or registered as provided in paragraph 2 and negotiable form;
(b) for the repurchase or redemption of shares of the capital stock
of the Corporation;
(c) for the payment of distributions to shareholders, taxes,
brokerage, interest, management fees, custodian fees and extraordinary expenses
of the Corporation;
(d) for payments in connection with the conversion, exchange or
surrender of securities owned by the Corporation;
(e) to pay any loan made to the Corporation and upon redelivery to
it of any securities pledged or hypothecated therefore and upon surrender of the
note or notes evidencing the loan or evidence of the cancellation of the same;
and
(f) for other proper corporate purposes. The Custodian will act
under this subparagraph (f) only upon receipt of a certified copy of a
resolution of the Board of Directors or of the Executive Committee of the
Corporation signed by an officer of the Corporation and certified by its
Secretary or an Assistant Secretary, specifying the amount of such payment,
setting forth the purpose, and naming the person or persons to whom such payment
is to be made.
Such payment shall be made only insofar as funds are available for such
purposes and only upon receipt of proper instructions from the Corporation.
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4. The Custodian shall collect, receive and deposit in said account or
accounts all income and other payments with respect to the securities held
hereunder, and execute ownership or other certificates and affidavits for all
federal and state tax purposes, and do all things necessary or proper in
connection with the collection of such income and shall without limiting the
generality of the foregoing:
(a) present for payment all coupons or other income items requiring
presentation;
(b) present for payment, unless otherwise instructed, all securities
which may mature or be called, redeemed, retired or otherwise become payable;
and
(c) endorse for collection all checks, drafts or other negotiable
instruments.
5. Anything in this Agreement to the contrary notwithstanding, the
Custodian may deposit all or any part of the Corporation's securities in a
clearing agency, securities depository or book entry system in conformance with
applicable law and the regulations from time to time promulgated by appropriate
regulatory agencies.
6. The Custodian shall promptly deliver to the Corporation all
financial reports, notices of meetings, proxies, proxy material and any other
notices or announcements affecting or relating to the securities held by the
Custodian. Proxies issued in the name of the Custodian or its nominee shall be
delivered to the Corporation executed in blank.
7. The Custodian is authorized to accept and rely upon all written
instructions given by one or more officers, employees or agents of the
Corporation authorized by or in accordance with the resolution delivered to the
Custodian which authorizes the opening of the Account (each such officer,
employee or agent or combination of officers, employees and agents is
hereinafter referred to as an "Authorized Officer"), including, without
limitation, instructions to sell, assign, transfer or deliver, or purchase for
the Account, any and all Property or to transfer funds in the Account in
connection with a securities transaction.
The Custodian may also rely on any instructions bearing or purporting
to bear the facsimile signature of any of the individuals designated as an
Authorized Officer pursuant to the resolution described above, regardless of or
by whom or by what means the actual or purported facsimile signature or
signatures thereon may have been affixed thereto if such facsimile signature or
signature resemble the facsimile specimens from time to time furnished to the
Custodian by any of such officers. In addition, the Custodian may rely on
instructions received by telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess acceptable to it which the Custodian believes in good
faith to have been given by an Authorized Officer or which are transmitted with
proper testing or authentication pursuant to terms and conditions which the
Custodian may specify.
The Custodian may also rely on instructions transmitted electronically
through its Asset Management System or any similar electronic instruction system
acceptable to the Custodian. The Custodian shall incur no liability to the
Corporation or otherwise as a result of any act or
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omission by the Custodian in accordance with instructions on which the Custodian
is authorized to rely pursuant to the provisions of this Paragraph. Any
instructions delivered to the Custodian by telephone shall promptly thereafter
be confirmed in writing by an Authorized Officer, but the Custodian will incur
no liability for the Corporation's failure to send such confirmation in writing,
or the failure of any such written confirmation to conform to the telephone
instructions which the Custodian received. Unless otherwise expressly provided,
all authorizations and instructions shall continue in full force and effect
until cancelled or superseded by subsequent instructions received by the
Custodian.
The Corporation agrees that test arrangements, authentication methods
or other security devices to be used with respect to instructions which the
Corporation may give by telephone, telex, TWX, facsimile transmission, bank wire
or other teleprocess, or through an electronic instructions system, shall be
processed in accordance with terms and conditions for the use of such
arrangements, methods or devices as the Custodian may put into effect and modify
from time to time. The Corporation shall safeguard any test keys, identification
codes or other security devices which the Custodian makes available to the
Corporation and agrees that the Corporation shall be responsible for any loss,
liability or damage incurred by the Custodian or by the Corporation as a result
of the Custodian's acting in accordance with instructions from any unauthorized
person using the proper security device, provided that such person did not
obtain such security device solely as a result of the Custodian's gross
negligence or willful misconduct. The Custodian may electronically record, but
shall not be obligated to so record, any instructions given by telephone and
other telephone discussions with respect to the Account. In the event that the
Corporation uses the Custodian's Asset Management System or any successor
electronic communications or information system, the Corporation agrees that the
Custodian is not responsible for the consequences of the failure of that System
to perform for any reason or for the failure to perform for any reason of any
communications carrier, utility, communications network or the failure to
perform for any reason of communications or computer equipment. In the event
that System is inoperable, the Corporation agrees to notify the Custodian
immediately, and the Custodian agrees that it will accept the communication
transaction instructions by telephone, facsimile transmission on equipment
compatible to the Custodian's facsimile receiving equipment or by
letter, at no additional charge to the Custodian.
8. If the Corporation instructs the Custodian in any capacity to take
any action with respect to any securities or funds held by it hereunder, which
action might subject the Custodian or its nominee in the opinion of the
Custodian to liability for any cost, loss, damage, and expense in any way, as a
prerequisite to taking such action the Custodian shall be and be kept
indemnified in an amount and form satisfactory to it.
9. The Custodian shall be entitled to receive and act upon advice of
counsel (who may be counsel for the Corporation) and shall be without liability
for any action taken or thing done pursuant to such advice; and whether or not
it seeks advice of counsel, the Custodian shall be without liability for any
action taken or thing done by it hereunder in good faith and without negligence
and the Corporation agrees to indemnify and hold the Custodian harmless against
any and all loss, cost, liability, damage and expense resulting with respect
thereto.
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10. The Corporation, as sole owner of all securities delivered or to be
delivered to the Custodian hereunder, will indemnify and hold harmless the
Custodian and its nominee from any and all cost, liability, loss, damage and
expense resulting directly or indirectly from the fact that securities are
registered in the name of the Custodian or its nominee.
11. The Custodian shall be entitled to receive from the Corporation, on
demand, reimbursement for its cash disbursements, expenses and charges,
including counsel fees, in connection with its duties as Custodian as aforesaid,
but excluding salaries and usual overhead expenses. All payments which the
Custodian is authorized or required to make hereunder shall be made only from
and to the extent of the funds of the Corporation in its hands and nothing
herein contained shall be construed to impose any obligation upon the Custodian
to make any payments for which such funds are not available.
12. The Custodian shall be protected in acting upon any instruction,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed and shall, unless otherwise
specifically provided herein, be entitled to receive as conclusive proof of any
fact or matter required to be ascertained by it hereunder a certificate signed
by any officer of the Corporation or any other person authorized by the Board of
Directors.
13. The Custodian may, at its sole risk, appoint any other bank or
trust company as its agent to carry out any one or more of its functions
hereunder.
14. The Corporation shall pay to the Custodian for its services
hereunder such compensation and at such times as may from time to time be agreed
upon in writing by the Corporation and the Custodian.
15. This Agreement may be terminated by the Corporation in whole or in
part upon ten (10) days written notice delivered to the Custodian at 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or by the Custodian upon sixty (60) days
written notice delivered to the Corporation at 0000 Xxxx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, or such other address as the corporation may from time to time
designate. Such notices shall be sent by registered mail. In the event of the
inability of the Custodian to serve or other termination of this Agreement by
either party, the Corporation shall forthwith appoint a Custodian which
qualifies as such under the Investment Company Act of 1940 or any other
applicable law and the Custodian shall deliver all funds (less unpaid expenses,
including any unpaid compensation to the Custodian) and all securities of the
Corporation duly endorsed and in form for transfer to such succeeding Custodian
and such delivery shall constitute a full and complete discharge of the
Custodian's obligations hereunder. If no such successor shall be found, the
Corporation shall submit to the holders of shares of its capital stock, before
permitting delivery of such cash and securities to anyone other than its
successor custodian, the question whether the Corporation shall be dissolved or
shall function without a Custodian; and pending such decision the Custodian
shall:
(a) continue to hold said cash and securities hereunder, or
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(b) deliver the same to a bank or trust company in the City of New
York, selected by it, such assets to be held subject to the terms of custody
hereunder and any such delivery shall be a full and complete discharge of its
obligation hereunder.
16. If the Corporation shall be liquidated while this Agreement is in
force, the Custodian shall distribute the property of the Corporation to
creditors and shareholders in such a manner as the Corporation may direct.
17. This Agreement shall be governed by the laws of the state of New
York and shall be binding on and shall inure to the benefit of the Corporation
and the Custodian and their respective successors and assigns and cannot be
changed orally.
18. This Agreement may be executed in two counterparts, each of which
shall be deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its officer or
officers duly authorized, as of the day and year first above written.
TWENTIETH CENTURY STRATEGIC
PORTFOLIOS, INC.
By /s/ Xxxxx X. Xxxxxxx III
---------------------------
Xxxxx X. Xxxxxxx III
President
THE CHASE MANHATTAN BANK, N.A.
By /s/ Xxxxx X. Xxxxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
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