Exhibit (g)
CUSTODIAN AGREEMENT
between
IOWA PUBLIC AGENCY INVESTMENT TRUST
and
XXXXX FARGO BANK IOWA, NATIONAL ASSOCIATION
January 1, 2004 - December 31, 2006
CUSTODIAN AGREEMENT
THIS AGREEMENT is made by and between Iowa Public Agency Investment
Trust, an Iowa common law trust, a trust formed pursuant to Iowa Code chapter
28E and sections 331.555 and 384.21 (the "Trust"), and Xxxxx Fargo Bank Iowa,
National Association, as Custodian (the "Custodian").
WITNESSETH:
WHEREAS, the Trust was established in Iowa by a Joint Powers Agreement
and Declaration of Trust duly adopted as of October 1, 1987, pursuant to the
Joint Powers Agreement; and
WHEREAS, the beneficial interest of the Participants under the
aforementioned Joint Powers Agreement and Declaration of Trust in the property
of each series of the Trust is divided into Units (the "Units"); and
WHEREAS, the Trust offers a Fixed Term Automated Investment Program; and
WHEREAS, pursuant to an Administrator Agreement, dated January 1, 2004,
Investors Management Group, Ltd. (the "Administrator") has agreed to provide
certain administrative services; and
WHEREAS, pursuant to an Advisor Agreement dated January 1, 2004 (the
"Advisor Agreement"), Investors Management Group, Ltd. is advisor (the
"Advisor") to the Trust; and
WHEREAS, the Trust desires to avail itself of the experience, resources,
services, and assistance of the Custodian and to have the Custodian undertake
the duties and responsibilities set forth, on behalf of the Trustees of the
Trust, as provided; and
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WHEREAS, the Custodian is willing to undertake to render such services
on the terms and conditions set forth;
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants set forth, and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties agree as follows:
ARTICLE I. DELIVERY OF DOCUMENTS
Section 1.1 DOCUMENTS DELIVERED. The Trust has delivered to the
Custodian properly certified or authenticated copies of each of the following
documents presently in effect and will deliver all future amendments and
supplements, if any:
(A) Amended Joint Powers Agreement and Declaration of Trust, dated as of
October 1, 1987 as amended August 1, 1988 and May 1, 1993 the
("Declaration");
(B) Restated Bylaws of the Trust (the "Bylaws");
(C) Certified resolutions of the Trustees of the Trust authorizing the
appointment of Xxxxx Fargo Bank Iowa, National Association, as Custodian
of the Trust and approving the form of this Agreement ("Appointment
Resolutions");
(D) Information Statement of the Trust, (the "Information Statement");
(E) A certificate of the secretary of the Trust setting forth the names
and specimen signatures of the individuals authorized to act on behalf
of the Trust in connection with matters arising hereunder as Authorized
Officers; and
(F) A copy of the Advisor Agreement dated January 1, 2004.
(G) A copy of the Administrator Agreement dated January 1, 2004.
(H) A copy of this Custodian Agreement dated January 1, 2004.
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ARTICLE II. APPOINTMENT OF CUSTODIAN
Section 2.1. APPOINTMENT. The Trust hereby appoints Xxxxx Fargo Bank
Iowa, National Association, as Custodian of the Trust on the terms and for the
period set forth in this Agreement.
Section 2.2. ACCEPTANCE OF APPOINTMENT. Xxxxx Fargo Bank Iowa, National
Association, hereby accepts appointment as Custodian and agrees to perform the
services and duties hereinafter set forth for the compensation provided for in
Article VI hereof. In accepting such appointment and agreeing to perform the
services and duties hereinafter, the Custodian represents and warrants that it
lawfully possesses and exercises fiduciary powers under applicable federal laws
or the laws of the State of Iowa, and that it has the resources and expertise to
act as the custodian of public funds or any security or document of ownership or
title evidencing all funds, moneys, assets, securities, certificates and other
investment instruments of whatever nature or kind, including all dividends,
interest and income derived therefrom, of the Trust that are delivered to the
Custodian and thereafter made subject to this Agreement, and to perform its
responsibilities under this Agreement.
ARTICLE III. CUSTODY OF CASH AND INVESTMENTS
Section 3.1. DELIVERY OF INVESTMENTS AND MONEYS. The Administrator will
deliver or cause to be delivered to the Custodian all moneys owned by the Trust,
including cash received for the allocation and issuance of each series of Units
and for the purchase of Permitted Investments through the Fixed Terms Automated
Investment Program, at any time during the term of this Agreement. The Custodian
will not be responsible for such moneys until actually received by it and fully
collected. The Custodian shall execute receipts on behalf of the Trust for cash
or other assets delivered to it for the account of the Trust.
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Section 3.2. CREDITS AND DISBURSEMENTS. The Custodian shall credit to a
separate account for each series of Units and for fixed term securities, in the
name of the Trust, all moneys received by it for the account of the Trust, and
shall disburse the same only:
(a) In payment for investment instruments purchased by the Trust for
each series of Units or by Participants of the Fixed Term Automated
Investment Program as provided in Article IV hereof; such payment to be
made only on a payment versus delivery basis;
(b) In payment of distributions to Participants in the Trust for each
series of Units and the Fixed Term Automated Investment Program as
instructed by the Trust or the Administrator pursuant to the terms of
the Administrator Agreement; or
(c) In payment for fees and expenses of the Trust as authorized by the
Trust as directed for payment by the Administrator ; or
(d) Pursuant to special instructions given by the Trust to the Custodian
as authorized by the Trustee, with notice to the Administrator, setting
forth the name and address of the person or entity to whom payment is to
be made, the amount to be paid, and the purpose for which payment is to
be made.
Section 3.3. RECEIPT AND SAFEKEEPING OF INVESTMENT INSTRUMENTS AND
MONEYS.
A. The Custodian shall keep safely in a separate account for each series
of Units and for the account of Participants in the Fixed Term Automated
Investment Program, the investment instruments and moneys of the Trust and on
behalf of the Trust, from time to time receive delivery of certificates for
safekeeping and keep such certificates physically segregated at all times from
those of any other person. The Custodian shall maintain records of all receipts,
deliveries and locations of such investment instruments, together with a current
inventory thereof. The Custodian shall conduct periodic inventory assessments
(including sampling counts) of certificates representing bonds and other
investment instruments held by it under this Agreement in such manner as the
Custodian shall determine from time to time to be advisable in order to verify
the accuracy of such inventory assessment. With respect to investment
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instruments held by any sub-custodian, the Custodian may rely upon certificates,
representations and account statements from such agent; provided, however, that
if the Custodian utilizes a sub-custodian or other agent to perform any services
in connection with this Agreement the Custodian shall be responsible for the
acts or omissions of any sub-custodians or other agent used as though the acts
and omissions of any sub-custodian or agent were the acts and omissions of the
Custodian. The Custodian will promptly report to the Trust the results of any
shortages or discrepancies uncovered in the inventory assessment and take
appropriate action to remedy any such shortages or discrepancies.
B. Custodian shall cause any assets of the Trust to be registered in, or
transferred into, the Custodian's name or the name of a nominee or nominees,
including but not limited to that of the Custodian, a clearing corporation, or a
depository, or in book entry form, or to cause any such asset to be retained
unregistered or in a form permitting transfer by delivery, provided that the
books and records of the Custodian shall at all times show that such assets of
each series of Units and assets held for Participants in the Fixed Term
Automated Investment Program are a part of the Trust; and the Custodian shall
cause any such asset, or the evidence thereof, to be held by the Custodian, in a
depository, in a clearing corporation, in book entry form, or by any other
entity or in any other manner permitted by law. 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 nominee, any
investment instruments which it may hold for the account of the Trust and which
may from time to time be registered in the name of the Trust.
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C. Notwithstanding any other provision of this agreement, it is
expressly understood and agreed that the Custodian is authorized in the
performance of its duties hereunder to use the facilities of the Federal Reserve
Bank as a securities depository pursuant to the Federal Reserve Book Entry
Deposit System for eligible investment instruments held in the portfolio of each
series of units and for the account of Participants in the Fixed Term Automated
Investment Program of the Trust. Without limiting the generality of such use, it
is agreed that the following provisions shall apply thereto:
(1) SAFEKEEPING. Investment instruments and any cash of the Trust
deposited in the system will at all times be segregated from any
assets and cash controlled by the Custodian in other than a
fiduciary or custodian capacity. The Custodian will pay out money
only upon the receipt of investment instruments and will deliver
investment instruments only upon the receipt of money, this
practice being commonly known as "delivery versus payment".
(2) Indemnification. The Custodian is liable to the Trust with
respect to investment instruments and cash to which the Trust is
entitled, held or received in the Federal Reserve Bank Book Entry
System as agent for the Custodian.
(3) ACCESS TO INFORMATION. All books and records maintained by the
Custodian which relate to the Trust's participation in the system
will at all times during regular business hours be open to the
inspection of the Trust's duly authorized employees or agents,
and the Trust will be furnished with all the information in
respect of the services rendered to it as it may require.
Section 3.4. CERTAIN CUSTODY LIMITATIONS. All investment instruments and
moneys delivered to the Custodian shall be held or disposed of by the Custodian
for the Trust pursuant to the terms of this Agreement. The Custodian shall have
no power or authority to assign, hypothecate, pledge or otherwise dispose of any
such investment instruments, except pursuant to the terms of this Agreement or
the written directions of the Trust and only for the account of the Trust as set
forth in this Agreement. The Trust's claim to such investment instruments and
moneys shall be based on a right of possession in specific property and not as a
general creditor of the Custodian.
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Section 3.5. CERTAIN DUTIES REGARDING INVESTMENT INSTRUMENTS. Unless
otherwise specifically instructed to the contrary by a certificate of the Trust
delivered to the Custodian on behalf of the Trust, the Custodian shall, with
respect to all investment instruments and moneys held by it for the Trust:
(a) Promptly collect any and all income due or payable;
(b) Promptly present for payment and collect the amount payable upon all
investment instruments which may mature or be called, redeemed, or
retired, or otherwise become payable;
(c) Execute, as Custodian, 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
(d) Hold for the account of the Trust all warrants, rights and similar
instruments issued with respect to any investment instruments held by it
hereunder.
Section 3.6. CERTAIN ACTIONS. Upon receipt of a Certificate delivered to
the Custodian by the Trust, and not otherwise, the Custodian shall:
(a) Execute and deliver to such person as may be designated in such
Certificate, consents, authorizations, and any other instruments whereby
the authority of the Trust as owner of any investment instruments may be
exercised;
(b) Deliver any investment instruments held for the Trust in exchange
for other investment instruments or cash issued or paid in connection
with the liquidation, reorganization, refinancing, merger, consolidation
or recapitalization of any person, or the exercise of any conversion
privilege;
(c) Deliver any investment instruments held for the Trust to any
protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any person, 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; and
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(d) Make such transfers or exchanges of the assets of the Trust, 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 Trust.
Section 3.7. MONTHLY REPORTS. The Custodian shall prepare and furnish to
the Administrator ,the Advisor, and the Trust, no later than the fifteenth
(15th) Iowa banking day of each month: (I) a list of the Trust assets in its
custody as of the last day of the preceding month, and (ii) a statement of the
Trust's transactions during the preceding month.
Section 3.8. ANNUAL REPORT. The Custodian annually shall provide the
Trust with the annual audited financial statements of its parent corporation,
Xxxxx Fargo & Company and related report on the internal control structure,
together with the report of the independent auditors with respect thereto;
provided, however, that if the Custodian does not have an annual audit or
internal control report prepared specifically for its operations, the Custodian
may provide copies of the audited financial statements and report of independent
auditors with respect thereto for Xxxxx Fargo & Company and the report on
internal control structure for trust operations prepared for Xxxxx Fargo Bank
Minnesota in satisfaction of this Section 3.8.
Section 3.9. ACCESS TO INFORMATION. All records of investment
transactions, documentation, orders or reports (whether in written or machine
readable form) relating to this Agreement and the services provided hereunder,
regardless of who performed the services, shall be considered records of the
Trust, its employees and its designees. To the extent records are maintained by
others, the Custodian shall obtain from the other person an identical right to
examination and inspection of the records and to obtain the information and
records upon request of the Trust and to enforce its rights in order to obtain
any records held by another person. The Custodian shall make all such records
available upon the responsible request for inspection and audit by the Trust,
its employees or designees, and shall allow these records or excerpts of these
records to be examined and, copied to facilitate the audit or to comply with
public records requirements.
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Section 3.10. OTHER REPORTS. The Custodian shall advise the Trust in
writing immediately upon the occurrence of any one of the following events:
(i) Receipt by the Custodian or Xxxxx Fargo Bank Minnesota of a
communication from an independent auditor or the Auditor of State
or any regulatory authority of the existence of a material
weakness in the internal control structure of Custodian or of
Xxxxx Fargo Bank Minnesota, or regulatory orders or sanctions
against the Custodian or Xxxxx Fargo Bank Minnesota with regard
to the type of services being performed under this Agreement;
(ii) Receipt by the Custodian of notice of a downgrading in the rating
given by a national rating service to any outstanding debt
security of Custodian or its parent corporation; or
(iii) Filing of an action by a governmental authority, commencement of
an administrative proceeding, or initiation of litigation by a
third party which alleges a violation by Custodian or Xxxxx Fargo
Bank Minnesota of any federal, state or local law governing its
trust operations or custodial services.
To facilitate the performance of its obligations under this paragraph, the
Custodian shall establish and maintain internal communications policies and
procedures between itself, Xxxxx Fargo Corporation, and Xxxxx Fargo Bank
Minnesota, sufficient in scope and practice to ensure that the Custodian is
properly and timely informed of the occurrence of any of the foregoing events.
In providing the foregoing information, however, the Custodian does not concede
that it is serving under this Agreement as an "investment entity" or "investment
professional" within the meaning of Iowa Code section 11.2.
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ARTICLE IV. PURCHASE AND SALE OF INVESTMENT
INSTRUMENTS BY THE TRUST
Section 4.1. PURCHASES; WRITTEN DIRECTION OF THE ADVISOR. Promptly upon
each purchase of an investment instrument by the Trust, the Advisor on behalf of
the Trust shall cause to be delivered to the Custodian oral instructions
(promptly confirmed thereafter in writing) or a Certificate specifying with
respect to each such purchase:
(a) the name of the issuer and the title of the investment instrument;
(b) the principal amount purchased and accrued interest thereon, if any;
(c) the date of purchase and settlement;
(d) the purchase price per unit;
(e) the total amount payable upon such purchase; and
(f) the name of the person from whom or the broker or dealer through
whom the purchase was made.
The Custodian shall receive all investment instruments purchased by or
for the Trust from the persons through or from whom the same were purchased, and
upon receipt thereof shall pay, out of the moneys held for the account of the
Trust, the total amount payable upon such purchase as set forth in such oral
instructions and as shown on such Certificate provided that the same conforms to
the total amount payable described by such oral instructions from the Advisor or
shown on such Certificate. The Custodian shall obtain possession of any and all
investment instruments that are the subject of or underlying obligations for any
repurchase agreement.
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Section 4.2. SALES. Promptly upon each sale of an investment instrument
by the Trust, the Advisor on behalf of the Trust shall deliver to the Custodian
oral instructions (promptly confirmed thereafter in writing) or a Certificate
specifying with respect to each such sale:
(a) the name of the issuer and the title of the investment instrument;
(b) the principal amount sold and accrued interest thereon, if any;
(c) the date of sale;
(d) the sale price per unit;
(e) the total amount payable to the Trust upon such sale; and
(f) the name of the broker or dealer through whom or the person to whom
the sale was made.
The Custodian shall transfer the investment instrument thus designated
to the broker or dealer or other person described by such oral instructions of
the Advistor or named in such Certificate upon receipt of the total amount
payable to the Trust in connection with the settlement of such transaction,
provided that the same conforms to the total amount payable to the Trust shown
in such oral Advisor's instructions and as shown on such Certificate with
respect to such sale. The Custodian may accept payment in such form as shall be
satisfactory to it, and may deliver investment instruments and arrange for
payment, in accordance with the customs and usages prevailing among brokers and
dealers in investment instruments of similar tenor and type. No Assets may be
delivered out of the account of the Trust without full payment (i.e., no "free
deliveries" shall be permitted). Under no circumstances shall the Advisor
instruct the Custodian to deliver, transfer or move any of the Assets to another
account, location or entity.
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Section 4.3. CONFORMANCE MONITORING. Prior to giving the Custodian any
instructions regarding the purchase of securities for the Trust, the Custodian
shall review such purchase or form of investment to determine that such
investment is in conformance with the most recent written investment policies of
the Trust, of which the Custodian has been given notice. If any investment is
considered in nonconformance with such policies, the Custodian shall give
immediate notice to the Trust.
ARTICLE V. FUNDS TRANSFER SERVICES
Section 5.1. PROTOCOLS. The Custodian shall service and maintain a
Federal Reserve Wire Transfer System, an Automated Clearinghouse Debit System,
and a checking system and provide certain other fund transfer services in
conjunction with its duties described herein.
ARTICLE VI. COMPENSATION, FEES AND EXPENSES
Section 6.1. COMPENSATION, FEES AND EXPENSES. The Custodian shall be
entitled to receive, and the Trust hereby agrees to pay to the Custodian, such
compensation as may be agreed upon from time to time between the Custodian and
the Trust. The schedule of compensation to be paid to the Custodian shall be
that set forth in Exhibit A attached hereto and made a part hereof. The Trust
shall indemnify the Custodian pursuant to Section 2.19 of the Declaration for
any loss incurred by the Custodian resulting from the purchase by the Trust of
an investment security for the purchase of which the Trust did not have
sufficient funds at the time of such purchase.
ARTICLE VII. CONCERNING THE CUSTODIAN
Section 7.1. ACTUAL RECEIPT. The Custodian shall not be liable for, or
considered to be the Custodian of, any moneys represented by any check, draft,
or other instrument for the payment of moneys received by it on behalf of the
Trust, until the Custodian actually receives such moneys, in immediately
available funds.
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Section 7.2. COLLECTION. The Custodian is not under any duty or
obligation to take action to effect collection of any amount, if the investment
instruments upon which such amount is payable are in default, or if payment to
the Custodian is refused after due demand or presentation, unless and until: (A)
it is directed to take such action in a Certificate signed on behalf of the
Trust, and (B) the Custodian is assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.
Section 7.3. SUB-CUSTODIANS. The Custodian shall not appoint any
Sub-Custodians, other than affiliates of the Custodian, except upon terms and
conditions approved in writing by the Trust prior to such appointment; provided,
however, that the Trust hereby consents to the use of nominees in the manner set
forth in Section 3.3 hereof.
Section 7.4. RELIANCE. The Custodian is entitled to rely upon any
Certificate, notice, or other instrument in writing received by the Custodian
and believed in good faith by the Custodian to be genuine. The Custodian is
entitled to rely upon any oral instructions received by the Custodian from an
Authorized Officer believed by the Custodian in good faith to be genuine and to
have been given by such Authorized Officer and which are consistent with the
policies and procedures of the Trust of which the Custodian has notice. The
Trust agrees to forward, or cause to be forwarded, to the Custodian written
evidence of such instructions by mailing on the same day a letter in the form of
a Certificate. The Trust agrees that the fact that such confirming letters are
not received by the Custodian shall in no way affect the validity of the
transactions or the enforceability of the transactions thereby authorized by the
Trust. The Trust agrees that the Custodian shall incur no liability to the Trust
in acting in good faith upon oral instructions given to the Custodian hereunder
concerning such transactions, provided such instructions reasonably appear to
have been received from an Authorized Officer and are consistent with the
policies and procedures of the Trust of which the Custodian has notice.
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Section 7.5. CONSULTATION WITH COUNSEL. The Custodian may consult with
reputable and experienced legal counsel (who may be counsel to the Trust)
concerning any question that may arise with reference to its duties under this
Agreement, and the opinion of such counsel shall be full and complete protection
in respect of any action taken or omitted by the Custodian in good faith and in
accordance with such opinion.
Section 7.6. EQUITY. The Custodian represents and warrants to the Trust
that it has capital, surplus, and retained earnings in the aggregate in excess
of $25,000,000.
ARTICLE VIII. LIMITATIONS OF LIABILITY.
Section 8.1. TRUST'S LIABILITY LIMITATION. The Trust has been created
pursuant to the Declaration, a copy of which has been delivered to the
Custodian. Reference is hereby made to Article V of such Declaration which
contains certain provisions limiting the liability of the Trustees,
Participants, Officers, employees and agents of the Trust. The obligations of
the Trust created hereunder are not personally binding upon, nor shall resort be
had to the property of, any of the Trustees, Participants, Officers, employees
or agents of the Trust, and only that portion of the Trust Property necessary to
satisfy the obligations of the Trust arising hereunder shall be bound or
affected by the operation of this Agreement. When dealing with third parties on
behalf of the Trust, the Custodian shall include such recitals in written
documents as may be reasonably requested by the Trust pursuant to the provisions
of the Declaration regarding the limitation of liabilities of the Trustees,
Participants, Officers, employees and agents of the Trust to the third parties.
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The Custodian assumes only those duties and obligations expressly identified
herein. It specifically assumes no responsibility for the management, investment
or reinvestment of the assets of the Trust. All investments shall be made in
accordance with the Investment Policy of the Trust and the laws of the State of
Iowa, as then in effect.
In all events, the Custodian shall exercise the standard of care
expected of a prudent professional custodian of public funds in holding,
maintaining and servicing the assets under this Agreement.
Section 8.2. INDEMNIFICATION. The Custodian will indemnify, hold
harmless, and protect the Trust against any damages, claims, liability, and
costs, including attorneys' fees, proximately caused by the Custodian's
negligent error or omission in the performance of any professional services
within the responsibility of the Custodian or to any breach of duty or
obligation assumed by or required by the Custodian under the terms of this
Agreement.
Section 8.3. The Custodian assumes only those duties and obligations
expressly identified herein. It specifically assumes no responsibility for the
management, investment or reinvestment of the assets of the Trust. The
responsibility for the proper and timely management, investment and reinvestment
of those assets shall be that of the Trust, the Administrator, and the Advisor.
The Custodian shall not be liable for any action taken or neglected to
be taken by it in good faith in the exercise of reasonable care and believed by
it to be within the discretion or power conferred upon it by this agreement, nor
shall the Custodian be responsible for the consequences of any error of judgment
unless negligent or lacking in good faith; and the Custodian shall not be
answerable except for its own action, neglect or default, nor for any loss
unless the same shall have been through the negligence or want of good faith by
the Custodian. To the extent authorized by law, the Trust will indemnify the
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Custodian for, and hold it harmless against, any liability incurred by the
Custodian for which it is not answerable pursuant to this Agreement including
costs and expenses incurred (including attorneys fees) as a result of any claim
of liability.
ARTICLE IX. INSURANCE REQUIREMENTS
Section 9.1. The Custodian shall purchase and maintain such insurance as
will protect the Custodian from claims which may arise out of or result from the
Custodian's operations under this Agreement, whether such operations be by the
Custodian or by any sub-contractor or by anyone directly or indirectly employed
by any of them, or by anyone for whose acts any of them may be liable. At its
own expense, Custodian shall maintain at all times during the existence of this
Agreement and keep in full force and effect a fidelity bond and hazard
insurance. All such insurance shall be in amounts, with standard coverage and
subject to standard deductibles, all as is customary for insurance typically
maintained by institutions which act as securities custodian. A certificate of
insurance shall be furnished to the Trust upon request, stating that such
insurance is in full force and effect.
A. Claims under Workers' Compensation, disability benefit, and other
similar employee benefit acts.
B. Claims for damages because of bodily injury, occupational
sickness or disease, or death of the Custodian's employee.
C. Claims for damages because of bodily injury, sickness or disease,
or death of any person other than Custodian's employee.
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Section 9.2 The insurance to be maintained by Custodian shall be
written as follows:
A. Workers' Compensation and Employers Liability Insurance as
prescribed by Iowa law minimum limits shown below covering
Employers Liability:
Bodily Injury by accident $500,000 each accident
Bodily Injury by disease $500,000 each accident
Bodily Injury by disease $500,000 policy limit
B. Commercial General Liability Insurance Combined Single Limits
shown below covering Bodily Injury, Property Damage and Personal
Injury:
General Aggregate Limit $2,000,000
Products-Completed Operations
Aggregate Limit $2,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence Limit $1,000,000
Fire Damage Limit (for any one fire) $ 50,000
Medical Damage Limit (any one person) $ 5,000
C. Automobile Liability insurance, covering all owned, non-owned,
hired and leased vehicles with a minimum combined single limit
for Bodily Injury and Property Damage of $1,000,000 per accident.
Insurance must include Contractual Liability.
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D. Bankers Professional Liability Insurance covering activities of
this Agreement.
Limit: Minimum of $25,000,000 each claim
$25,000,000 aggregate
Retention per loss: $3,500,000
This insurance must include the following features:
1. Coverage for all premises and operations.
2. Personal and Advertising Injury.
3. Operations by independent service providers.
4. Contractual Liability coverage.
5. Coverage for property damage underground or damage by
explosion or collapse (XCU).
6. Umbrella/Excess Insurance - At Custodian's option, the
limits specified in this Agreement may be satisfied with a
combination of primary and Umbrella/Excess Insurance.
7. Additional Insured - The Custodian will include the Trust
as additional insured on all policies except Worker's
Compensation and Bankers Professional Liability as
respects all work performed under this Agreement.
8. Insurance Certificates - Each policy noted above shall be
issued by an insurance company authorized to write such
insurance in the State of Iowa and shall be reasonably
acceptable to the Trust. These insurance policies shall
not be cancelled without at least 10 days prior written
notice to the Trust. A properly executed Certificate of
Insurance showing evidence of these insurance requirements
shall be delivered to the Trust prior to the commencement
of work.
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E. Subrogation. To the extent that such insurance is in force and
collectible and to the extent permitted by law, the Trust and
Custodian each hereby releases and waives all right of recovery
against the other or anyone claiming through or under each of
them by way of subrogation or otherwise. The foregoing release
and waiver shall apply to damage to Custodian's equipment,
tools, and other personal property as well as automobiles. A
WAIVER OF SUBROGATION is also required as respects the
Custodian's Workers Compensation insurance.
ARTICLE X. DURATION AND TERMINATION
Section 10.1. TERM OF AGREEMENT. This Agreement, unless sooner
terminated as provided in Section 10.2 or 10.3 hereof, shall continue until
midnight December 31, 2006. The fee schedules contained in attached Exhibit A
may be adjusted, with the mutual consent of the Trust and the Custodian as may
be permitted by Exhibit A.
Section 10.2. EARLY TERMINATION. Notwithstanding the provisions of the
preceding Section 10.1, this Agreement may be terminated by either the Custodian
or the Trust at any time, without the payment of any penalty upon sixty (60)
days written notice to the other party.
Section 10.3. TERMINATION ON ASSIGNMENT. This Agreement shall
automatically and immediately terminate without notice or penalty in the event
of its assignment by any party hereto without the giving of prior written
consent to such assignment by the other party hereto.
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ARTICLE XI. MISCELLANEOUS
Section 11.1. CERTIFICATES. The term "Certificate" shall mean any
notice, instruction or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian signed by an Authorized Officer on
behalf of the Trust.
Section 11.2. AUTHORIZED OFFICERS.
A. The term "Authorized Officer" shall be deemed to include the chair of
the Trust, the vice-chair, the secretary, the treasurer, and any assistant
secretary or assistant treasurer, or any other person or persons duly authorized
by the Trustees acting within the scope of their authority, this Agreement, and
the policies and procedures of the Trust to execute any certificate,
instruction, notice or other instrument on behalf of the Trust, or to deliver
oral instructions on behalf of the Trust pursuant to this Agreement and the
policies and procedures of the Trust. The term shall include such authorized
representatives of the Administrator and the Advisor who shall be designated as
Authorized Officers by the Trust.
B. The Trust agrees to furnish to the Custodian a new Certificate in
similar form to that delivered pursuant to Section 1.01(e) hereof in the event
that Authorized Officer ceases to be an Authorized Officer (or an authorized
representative of the Administrator and the Advisor designated by the Trust as
constituting Authorized Officers with respect hereto), or in the event that
other or additional Authorized Officers (or designated authorized
representatives) are elected or appointed. Until a new Certificate is received,
the Custodian is fully protected in acting under the provisions of this
Agreement and the policies and procedures of the Trust of which the Custodian
has notice upon the oral instructions or signatures of the present Authorized
Officers (including designated or authorized representatives) as set forth in
said Certificate or upon oral instructions or the signatures of the present
Authorized Officers (including designated authorized representatives) as set
forth in a subsequently issued Certificate.
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Section 11.3. CONFIRMATION OF ORAL INSTRUCTIONS. Notwithstanding
anything to the contrary herein contained, whenever oral instructions are
permitted or required under this Agreement, such oral instructions shall be
immediately confirmed in writing (by mail, courier, telegram, telecopy, telex,
or similar means) to be received as promptly as practicable, but, in any event,
no later than the next Iowa banking day.
Section 11.4. AMENDMENTS. This Agreement shall not be modified or
amended without the consent of each party hereto, which consent must be
evidenced by an instrument in writing executed by each party hereto, or by their
respective successors or permitted assigns.
Section 11.5. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and shall in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
Section 11.6. SEVERABILITY. If any provision of this Agreement shall be
held invalid under any applicable statute or regulation or decision of a court
of competent jurisdiction, such invalidity shall not affect any other provision
of this Agreement that can be given effect without the invalid provision, and,
to this end, the provisions hereof are severable.
Section 11.7. BINDING EFFECT. This Agreement is binding upon and shall
inure to the benefit of the parties and their respective successors and
permitted assigns.
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Section 11.8. NOTICES. Notices (other than Certificates) or consents of
any kind required or permitted under this Agreement shall be in writing and
deemed delivered if delivered in person or if mailed by certified mail, return
receipt requested, postage prepaid, or telegraphed to the appropriate party as
follows:
If to the Trust:
Iowa Public Agency Investment Trust
c/o Xxxxx X. Xxxxxx
Xxxxxx & Xxxxxx, P.C.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxx, Xxxx 00000
If to the Administrator or Advisor
Investors Management Group, Ltd.
0000 00xx Xxxxxx, Xxxxx 000
Xxxx Xxx Xxxxxx, Xxxx 00000
Attention: Xxxx X. XxXxxxx
If to the Custodian:
Xxxxx Fargo Bank Iowa, National Association
Investment Management and Trust Department
000 Xxxxxx, X.X. Xxx 000
Xxx Xxxxxx, Xxxx 00000
Attention: Vice President, Custody Services
or at such other address or to the attention of such other individual as shall
be specified by the respective parties by written notice.
Section 10.9. ENTIRE AGREEMENT. This Agreement and the documents
delivered pursuant hereto pursuant to Section 1.1, constitute the entire
agreement between the parties hereto with respect to the subject matter hereof.
Section 10.10. APPLICABLE LAW. This Agreement has been executed in the
State of Iowa and the laws of the State of Iowa shall govern the construction of
this Agreement and the rights and remedies of the respective parties hereto.
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Section 10.11. ENFORCEMENT AND WAIVER. Each party has the right at all
times to enforce the provisions of this Agreement in strict accordance with the
terms, notwithstanding any conduct or custom on the part of such party in
refraining from so doing at any time or times. The failure of a party hereto at
any time or times to enforce its rights under such provisions, strictly in
accordance with the same, shall not be construed as having created a custom in
any way or manner contrary to specific provisions of this Agreement or as having
in any way or manner modified or waived the same. All rights and remedies of the
respective parties hereto are cumulative and concurrent and the exercise of one
right or remedy shall not be deemed a waiver or release of any other right or
remedy. Section 10.12. AUTHORIZATION. This Agreement has been duly authorized,
executed and delivered by the parties hereto and constitutes a legal, valid and
binding obligation of such parties, enforceable in accordance with its terms.
Each individual signatory hereto represents and warrants that he is duly
authorized to execute this Agreement on behalf of his principal.
Section 10.13. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which is deemed to be an original, but all of which
together constitute but one and the same instrument.
Section 10.14. EFFECTIVENESS. This Agreement shall take effect January
1, 2004.
Section 10.15. COMPLIANCE WITH LAWS. Custodian agrees to comply with all
applicable federal laws and regulations and all applicable laws and
administrative rules of the State of Iowa, including all amendments to laws,
regulations and rules adopted following the execution and delivery of this
Agreement at any time during the term hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the ________ day of
_________________, 2003.
IOWA PUBLIC AGENCY INVESTMENT TRUST
By ____________________________________
Chair
Attest:
__________________________________
Secretary
XXXXX FARGO BANK IOWA, NATIONAL ASSOCIATION,
as Custodian
By ____________________________________
Vice President
Attest:
__________________________________
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EXHIBIT A
SCHEDULE OF COMPENSATION OF CUSTODIAN
The annual Custodian fee shall be payable monthly and computed at an
annual rate equal to .050% of the Trust's average daily assets up to $150
million.
If the Trust's average daily assets of the Diversified Portfolio or the
DGO Portfolio are greater than $150 million but less than $300 million, the fee
shall be .045% of the Trust's average daily assets for that amount in excess of
$150 million for that Portfolio. If the Trust's average daily assets of the
Diversified Portfolio or the DGO Portfolio are greater than $300 million, the
fee shall be .040% of the Trust's average daily assets for that amount in excess
of $300 million for that Portfolio.
The annual fee for operating the Fixed Term Automated Investment Program
will be 10.20% of the fee collected on securities purchased through the Fixed
Term Automated Investment Program in accordance with the schedule of fees
approved by the Trustees, the Administrator, Advisor, and the Custodian. Such
fee will be paid by Participants from earnings on the amount invested pursuant
to the Fixed Term Automated Investment Program.
Subject to the foregoing, the fee shall be computed daily and paid
monthly.
The fee may be modified upon the mutual agreement of the parties to this
Agreement in writing.
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