CUSTODY AGREEMENT
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THIS AGREEMENT, is made as of October 1, 1997, by and between XXXX FAMILY
OF FUNDS, a business trust organized under the laws of the State of Ohio (the
"Trust"), and THE FIFTH THIRD BANK, a banking company organized under the laws
of the State of Ohio (the "Custodian").
WITNESSETH:
WHEREAS, the Trust desires that the Securities and cash of each of the
investment portfolios identified in Exhibit A hereto (such investment portfolios
and individually referred to herein as a "Fund" and collectively as the
"Funds"), be held and administered by the Custodian pursuant to this Agreement;
and
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(i) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and the Custodian hereby agree as follows:
ARTICLE I
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DEFINITIONS
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Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
1.1 "AUTHORIZED PERSON" means any Officer or other person duly authorized
by resolution of the Board of Trustees to give Oral Instructions and Written
Instructions on behalf of the Trust and named in Exhibit B hereto or in such
resolutions of the Board of Trustees, certified by an Officer, as may be
received by the Custodian from time to time.
1.2 "BOARD OF TRUSTEES" shall mean the Trustees from time to time serving
under the Trust's Agreement and Declaration of Trust, dated December 18, 1996,
as from time to time amended.
1.3 "BOOK-ENTRY SYSTEM" shall mean a federal book-entry system as provided
in Subpart O of Treasury Circular Xx. 000, 00 XXX 306, in Subpart B of 31 CFR
Part 350, or in such book-entry regulations of federal agencies as are
substantially in the form of such Subpart O.
1.4 "BUSINESS DAY" shall mean any day recognized as a settlement day by
The New York Stock Exchange, Inc. and any other day for which the Fund computes
the net asset value of the Fund.
1.5 "NASD" shall mean The National Association of Securities Dealers, Inc.
1.6 "OFFICER" shall mean the President, any Vice President, the Secretary,
any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Trust.
1.7 "ORAL INSTRUCTIONS" shall mean instructions orally transmitted to and
accepted by the Custodian because such instructions are: (i) reasonably believed
by the Custodian to have been given by an Authorized Person, (ii) recorded and
kept among the records of the Custodian made in the ordinary course of business
and (iii) orally confirmed by the Custodian. The Trust shall cause all Oral
Instructions to be confirmed by Written Instructions. If such Written
Instructions confirming Oral Instructions are not received by the Custodian
prior to a transaction, it shall in no way affect the validity of
the transaction or the authorization thereof by the Trust. If Oral Instructions
vary from the Written Instructions which purport to confirm them, the Custodian
shall notify the Trust of such variance but such Oral Instructions will govern
unless the Custodian has not yet acted.
1.8 "CUSTODY ACCOUNT" shall mean any account in the name of the Trust,
which is provided for in Section 3.2 below.
1.9 "PROPER INSTRUCTIONS" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.
1.10 "SECURITIES DEPOSITORY" shall mean The Participants Trust Company or
The Depository Trust Company and (provided that Custodian shall have received a
copy of a resolution of the Board of Trustees, certified by an Officer,
specifically approving the use of such clearing agency as a depository for the
Trust) any other clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities and Exchange Act of 1934 (the
"1934 Act"), which acts as a system for the central handling of Securities where
all Securities of any particular class or series of an issuer deposited within
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of the Securities.
1.11 "SECURITIES" shall include, without limitation, common and preferred
stocks, bonds, call options, put options, debentures, notes, bank certificates
of deposit, bankers' acceptances, mortgage-backed securities, other money market
instruments or other obligations, and any certificates, receipts, warrants or
other instruments or documents representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any other rights or
interests therein, or any similar property or assets that the Custodian has the
facilities to clear and to service.
1.12 "SHARES" shall mean the units of beneficial interest issued by the
Trust.
1.13 "WRITTEN INSTRUCTIONS" shall mean (i) written communications actually
received by the Custodian and signed by one or more persons as the Board of
Trustees shall have from time to time authorized, or (ii) communications by
telex or any other such system from a person or persons reasonably believed by
the Custodian to be Authorized, or (iii) communications transmitted
electronically through the Institutional Delivery System (IDS), or any other
similar electronic instruction system acceptable to Custodian and approved by
resolutions of the Board of Trustees, a copy of which, certified by an Officer,
shall have been delivered to the Custodian.
ARTICLE II
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APPOINTMENT OF CUSTODIAN
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2.1 APPOINTMENT. The Trust hereby constitutes and appoints the Custodian
as custodian of all Securities and cash owned by or in the possession of the
Trust at any time during the period of this Agreement, provided that such
Securities or cash at all times shall be and remain the property of the Trust.
2.2 ACCEPTANCE. The Custodian hereby accepts appointment as such custodian
and agrees to perform the duties thereof as hereinafter set forth and in
accordance with the 1940 Act as amended. Except as specifically set forth
herein, the Custodian shall have no liability and assumes no responsibly for any
non-compliance by the Trust or a Fund of any laws, rules or regulations.
ARTICLE III
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CUSTODY OF CASH AND SECURITIES
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3.1 SEGREGATION. All Securities and non-cash property held by the
Custodian for the account of the Fund, except Securities maintained in a
Securities Depository or Book-Entry System, shall be physically segregated from
other Securities and non-cash property in the possession of the Custodian and
shall be identified as subject to this Agreement.
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3.2 CUSTODY ACCOUNT. The Custodian shall open and maintain in its trust
department a custody account in the name of each Fund, subject only to draft or
order of the Custodian, in which the Custodian shall enter and carry all
Securities, cash and other assets of the Fund which are delivered to it.
3.3 APPOINTMENT OF AGENTS. In its discretion, the Custodian may appoint,
and at any time remove, any domestic bank or trust company, which has been
approved by the Board of Trustees and is qualified to act as a custodian under
the 1940 Act, as sub-custodian to hold Securities and cash of the Funds and to
carry out such other provisions of this Agreement as it may determine, and may
also open and maintain one or more banking accounts with such a bank or trust
company (any such accounts to be in the name of the Custodian and subject only
to its draft or order), provided, however, that the appointment of any such
agent shall not relieve the Custodian of any of its obligations or liabilities
under this Agreement.
3.4 DELIVERY OF ASSETS TO CUSTODIAN. The Fund shall deliver, or cause to
be delivered, to the Custodian all of the Fund's Securities, cash and other
assets, including (a) all payments of income, payments of principal and capital
distributions received by the Fund with respect to such Securities, cash or
other assets owned by the Fund at any time during the period of this Agreement,
and (b) all cash received by the Fund for the issuance, at any time during such
period, of Shares. The Custodian shall not be responsible for such Securities,
cash or other assets until actually received by it.
3.5 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. The Custodian may
deposit and/or maintain Securities of the Funds in a Securities Depository or in
a Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of the Funds in any Securities
Depository or Book-Entry System, the Fund shall deliver to the
Custodian a resolution of the Board of Trustees, certified by an
Officer, authorizing and instructing the Custodian on an on-going
basis to deposit in such Securities Depository or Book-Entry System
all Securities eligible for deposit therein and to make use of such
Securities Depository or Book-Entry System to the extent possible and
practical in connection with its performance hereunder, including,
without limitation, in connection with settlements of purchases and
sales of Securities, loans of Securities, and deliveries and returns
of collateral consisting of Securities. So long as such Securities
Depository or Book-Entry System shall continue to be employed for the
deposit of Securities of the Funds, the Trust shall annually re-adopt
such resolution and deliver a copy thereof, certified by an Officer,
to the Custodian.
(b) Securities of the Fund kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account") of the
Custodian in such Book-Entry System or Securities Depository which
includes only assets held by the Custodian as a fiduciary, custodian
or otherwise for customers.
(c) The records of the Custodian and the Custodian's account on the books
of the Book-Entry System and Securities Depository as the case may be,
with respect to Securities of a Fund maintained in a Book-Entry System
or Securities Depository shall, by book-entry, or otherwise identify
such Securities as belonging to the Fund.
(d) If Securities purchases by the Fund are to be held in a Book-Entry
System or Securities Depository, the Custodian shall pay for such
Securities upon (i) receipt of advice from the Book-Entry System or
Securities Depository that such Securities have been transferred to
the Depository Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the account
of the Fund. If Securities sold by the Fund are held in a Book-Entry
System or Securities Depository, the Custodian shall transfer such
Securities upon (i) receipt of advice from the Book-Entry System or
Securities depository that payment for such Securities has been
transferred to the Depository Account, and (ii) the making of an entry
on the records of the Custodian to reflect such transfer and payment
for the account of the Fund.
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(e) Upon request, the Custodian shall provide the Fund with copies of any
report (obtained by the Custodian from a Book-Entry System or
Securities Depository in which Securities of the Fund is kept) on the
internal accounting controls and procedures for safeguarding
Securities deposited in such Book-Entry System or Securities
Depository.
(f) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to the
Trust resulting (i) from the use of a Book-Entry System or Securities
Depository by reason of any negligence or willful misconduct on the
part of Custodian or any sub-custodian appointed pursuant to Section
3.3 above or any of its or their employees, or (ii) from failure of
Custodian or any such sub-custodian to enforce effectively such rights
as it may have against a Book-Entry System or Securities Depository.
At its election, the Trust shall be subrogated to the rights of the
Custodian with respect to any claim against a Book-Entry System or
Securities Depository or any other person for any loss or damage to
the Funds arising from the use of such Book-Entry System or Securities
Depository, if and to the extent that the Trust has been made whole
for any such loss or damage.
3.6 DISBURSEMENT OF MONEYS FROM CUSTODY ACCOUNTS. Upon receipt of Proper
Instructions, the Custodian shall disburse moneys from a Fund Custody Account
but only in the following cases:
(a) For the purchase of Securities for the Fund but only upon compliance
with Section 4.1 of this Agreement and only (i) in the case of
Securities (other than options on Securities, futures contracts and
options on futures contracts), against the delivery to the Custodian
(or any sub-custodian appointed pursuant to Section 3.3 above) of such
Securities registered as provided in Section 3.9 below in proper form
for transfer, or if the purchase of such Securities is effected
through a Book-Entry System or Securities Depository, in accordance
with the conditions set forth in Section 3.5 above; (ii) in the case
of options on Securities, against delivery to the Custodian (or such
sub-custodian) of such receipts as are required by the customs
prevailing among dealers in such options; (iii) in the case of futures
contracts and options on futures contracts, against delivery to the
Custodian (or such sub-custodian) of evidence of title thereto in
favor of the Trust or any nominee referred to in Section 3.9 below;
and (iv) in the case of repurchase or reverse repurchase agreements
entered into between the Trust and a bank which is a member of the
Federal Reserve System or between the Trust and a primary dealer in
U.S. Government securities, against delivery of the purchased
Securities either in certificate form or through an entry crediting
the Custodian's account at a Book-Entry System or Securities
Depository for the account of the Fund with such Securities;
(b) In connection with the conversion, exchange or surrender, as set forth
in Section 3.7(f) below, of Securities owned by the Fund;
(c) For the payment of any dividends or capital gain distributions
declared by the Fund;
(d) In payment of the redemption price of Shares as provided in Section
5.1 below;
(e) For the payment of any expense or liability incurred by the Trust,
including but not limited to the following payments for the account of
a Fund: interest; taxes; administration, investment management,
investment advisory, accounting, auditing, transfer agent, custodian,
trustee and legal fees; and other operating expenses of a Fund; in all
cases, whether or not such expenses are to be in whole or in part
capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any agreement among
the Trust, the Custodian and a broker-dealer registered under the 1934
Act and a member of the NASD, relating to compliance with rules of The
Options Clearing Corporation and of any registered national securities
exchange (or of any similar organization or organizations) regarding
escrow or other arrangements in connection with transactions by the
Trust;
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(g) For transfer in accordance with the provisions of any agreement among
the Trust, the Custodian, and a futures commission merchant 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 the Trust;
(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including the
Custodian), which deposit or account has a term of one year or less;
and
(i) For any other proper purposes, but only upon receipt, in addition to
Proper Instructions, of a copy of a resolution of the Board of
Trustees, certified by an Officer, specifying the amount and purpose
of such payment, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom such payment is to
be made.
3.7 DELIVERY OF SECURITIES FROM FUND CUSTODY ACCOUNTS. Upon receipt of
Proper Instructions, the Custodian shall release and deliver Securities from a
Custody Account but only in the following cases:
(a) Upon the sale of Securities for the account of a Fund but only against
receipt of payment therefor in cash, by certified or cashiers check or
bank credit;
(b) In the case of a sale effected through a Book-Entry System or
Securities Depository, in accordance with the provisions of Section
3.5 above;
(c) To an Offeror's depository agent in connection with tender or other
similar offers for Securities of a Fund; provided that, in any such
case, the cash or other consideration is to be delivered to the
Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the name of
the Trust, the Custodian or any sub-custodian appointed pursuant to
Section 3.3 above, or of any nominee or nominees of any of the
foregoing, or (ii) for exchange for a different number of certificates
or other evidence representing the same aggregate face amount or
number of units; provided that, in any such case, the new Securities
are to be delivered to the Custodian;
(e) To the broker selling Securities, for examination in accordance with
the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
issuer of such Securities, or pursuant to provisions for conversion
contained in such Securities, or pursuant to any deposit agreement,
including surrender or receipt of underlying Securities in connection
with the issuance or cancellation of depository receipts; provided
that, in any such case, the new Securities and cash, if any, are to be
delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase or reverse
repurchase agreement entered into by a Fund;
(h) In the case of warrants, rights or similar Securities, upon the
exercise thereof, provided that, in any such case, the new Securities
and cash, if any, are to be delivered to the Custodian;
(i) For delivery in connection with any loans of Securities of a Fund, but
only against receipt of such collateral as the Trust shall have
specified to the Custodian in Proper Instructions;
(j) For delivery as security in connection with any borrowings by the
Trust on behalf of a Fund requiring a pledge of assets by such Fund,
but only against receipt by the Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Trust or a Fund;
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(l) For delivery in accordance with the provisions of any agreement among
the Trust, the Custodian and a broker-dealer registered under the 1934
Act and a member of the NASD, relating to compliance with the rules of
The Options Clearing Corporation and of any registered national
securities exchange (or of any similar organization or organizations)
regarding escrow or other arrangements in connection with transactions
by the Trust on behalf of a Fund;
(m) For delivery in accordance with the provisions of any agreement among
the Trust on behalf of a Fund, the Custodian, and a futures commission
merchant 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 the Trust on behalf of a Fund; or
(n) For any other proper corporate purposes, but only upon receipt, in
addition to Proper Instructions, of a copy of a resolution of the
Board of Trustees, certified by an Officer, 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 corporate purpose,
and naming the person or persons to whom delivery of such Securities
shall be made.
3.8 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise instructed
by the Trust, the Custodian shall with respect to all Securities held for a
Fund;
(a) Subject to Section 7.4 below, collect on a timely basis all income and
other payments to which the Trust is entitled either by law or
pursuant to custom in the securities business;
(b) Present for payment and, subject to Section 7.4 below, collect on a
timely basis the amount payable upon all Securities which may mature
or be called, redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of the Trust, checks, drafts and
other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form for
Securities in definitive form;
(e) 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 prepare
and submit reports to the Internal Revenue Service ("IRS") and to the
Trust at such time, in such manner and containing such information as
is prescribed by the IRS;
(f) Hold for a Fund, either directly or, with respect to Securities held
therein, through a Book-Entry System or Securities Depository, all
rights and similar securities issued with respect to Securities of the
Fund; and
(g) In general, and except as otherwise directed in Proper Instructions,
attend to all non-discretionary details in connection with sale,
exchange, substitution, purchase, transfer and other dealings with
Securities and assets of the Fund.
3.9 REGISTRATION AND TRANSFER OF SECURITIES. All Securities held for a
Fund that are issued or issuable only in bearer form shall be held by the
Custodian in that form, provided that any such Securities shall be held in a
Book-Entry System for the account of the Trust on behalf of a Fund, if eligible
therefor. All other Securities held for a Fund may be registered in the name of
the Trust on behalf of such Fund, the Custodian, or any sub-custodian appointed
pursuant to Section 3.3 above, or in the name of any nominee of any of them, or
in the name of a Book-Entry System, Securities Depository or any nominee of
either thereof; provided, however, that such Securities are held specifically
for the account of the Trust on behalf of a Fund. The Trust shall 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 any of the nominees
hereinabove referred to or in the name of a Book-Entry System or Securities
Depository, any Securities registered in the name of a Fund.
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3.10 RECORDS. (a) The Custodian shall maintain, by Fund, complete and
accurate records with respect to Securities, cash or other property held for the
Trust, including (i) journals or other records of original entry containing an
itemized daily record in detail of all receipts and deliveries of Securities and
all receipts and disbursements of cash; (ii) ledgers (or other records)
reflecting (A) Securities in transfer, (B) Securities in physical possession,
(C) monies and Securities borrowed and monies and Securities loaned (together
with a record of the collateral therefor and substitutions of such collateral),
(D) dividends and interest received, and (E) dividends receivable and interest
accrued; and (iii) canceled checks and bank records related thereto. The
Custodian shall keep such other books and records of the Trust as the Trust
shall reasonably request, or as may be required by the 1940 Act, including, but
not limited to Section 3.1 and Rule 31a-1 and Rule 31a-2 promulgated thereunder.
(b) All such books and records maintained by the Custodian shall (i) be
maintained in a form acceptable to the Trust and in compliance with rules and
regulations of the Securities and Exchange Commission, (ii) be the property of
the Trust and at all times during the regular business hours of the Custodian be
made available upon request for inspection by duly authorized officers,
employees or agents of the Trust and employees or agents of the Securities and
Exchange Commission, and (iii) if required to be maintained by Rule 31a-1 under
the 1940 Act, be preserved for the periods prescribed in Rule 31a-2 under the
1940 Act.
3.11 FUND REPORTS BY CUSTODIAN. The Custodian shall furnish the Trust with
a daily activity statement by Fund and a summary of all transfers to or from the
Custody Account on the day following such transfers. At least monthly and from
time to time, the Custodian shall furnish the Trust with a detailed statement,
by Fund, of the Securities and moneys held for the Trust under this Agreement.
3.12 OTHER REPORTS BY CUSTODIAN. The Custodian shall provide the Trust with
such reports, as the Trust may reasonably request from time to time, on the
internal accounting controls and procedures for safeguarding Securities, which
are employed by the Custodian or any sub-custodian appointed pursuant to Section
3.3 above.
3.13 PROXIES AND OTHER MATERIALS. The Custodian shall cause all proxies if
any, relating to Securities which are not registered in the name of a Fund, to
be promptly executed by the registered holder of such Securities, without
indication of the manner in which such proxies are to be voted, and shall
include all other proxy materials, if any, promptly deliver to the Trust such
proxies, all proxy soliciting materials, which should include all other proxy
materials, if any, and all notices to such Securities.
3.14 INFORMATION ON CORPORATE ACTIONS. Custodian will promptly notify the
Trust of corporate actions, limited to those Securities registered in nominee
name and to those Securities held at a Depository or sub-Custodian acting as
agent for Custodian. Custodian will be responsible only if the notice of such
corporate actions is published by the Financial Daily Card Service, X.X. Xxxxx
Called Bond Service, DTC, or received by first class mail from the agent. For
market announcements not yet received and distributed by Custodian's services,
Trust will inform its custody representative with appropriate instructions.
Custodian will, upon receipt of Trust's response within the required deadline,
affect such action for receipt or payment for the Trust. For those responses
received after the deadline, Custodian will affect such action for receipt or
payment, subject to the limitations of the agent(s) affecting such actions.
Custodian will promptly notify Trust for put options only if the notice is
received by first class mail from the agent. The Trust will provide or cause to
be provided to Custodian with all relevant information contained in the
prospectus for any security which has unique put/option provisions and provide
Custodian with specific tender instructions at least ten business days prior to
the beginning date of the tender period. With respect to tender or exchange
offers, the Custodian shall promptly transmit to the Trust all written
information received by the Custodian from issuers of Securities whose tender or
exchange is sought and from the party (or its agents) making the tender or
exchange offer. If the Trust desires to take action with respect to any tender
offer, exchange offer or other similar transaction, the Trust shall notify the
Custodian at least five Business Days prior to the date on which the Custodian
is to take such action.
ARTICLE IV
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PURCHASE AND SALE OF INVESTMENTS OF THE FUND
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4.1 PURCHASE OF SECURITIES. Promptly upon each purchase of Securities for
the Trust, Written Instructions shall be delivered to the Custodian, specifying
(a) the name of the issuer or writer of such Securities, and the title or other
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description thereof, (b) the number of shares, principal amount (and accrued
interest, if any) or other units purchased, (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 to whom such amount is payable.
The Custodian shall upon receipt of such Securities purchased by a Fund pay out
of the moneys held for the account of such Fund the total amount specified in
such Written Instructions to the person named therein. The Custodian shall not
be under any obligation to pay out moneys to cover the cost of a purchase of
Securities for a Fund, if in the relevant Custody Account there is insufficient
cash available to the Fund for which such purchase was made.
4.2 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
In any and every case where payment for the purchase of Securities for a Fund is
made by the Custodian in advance of receipt for the account of the Fund of the
Securities purchased but in the absence of specific Written or Oral Instructions
to so pay in advance, the Custodian shall be liable to the Fund for such
Securities to the same extent as if the Securities had been received by the
Custodian.
4.3 SALE OF SECURITIES. Promptly upon each sale of Securities by a Fund,
Written Instructions shall be delivered to the Custodian, specifying (a) the
name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale and settlement (d)
the sale price per unit, (e) the total amount payable upon such sale, and (f)
the person to whom such Securities are to be delivered. Upon receipt of the
total amount payable to the Trust as specified in such Written Instructions, the
Custodian shall deliver such Securities to the person specified in such Written
Instructions. 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.
4.4 DELIVERY OF SECURITIES SOLD. Notwithstanding Section 4.3 above or any
other provision of this Agreement, the Custodian, when instructed to deliver
Securities against payment, shall be entitled, if in accordance with generally
accepted market practice, to deliver such Securities prior to actual receipt of
final payment therefor. In any such case, the Trust shall bear the risk that
final payment for such Securities may not be made or that such Securities may be
returned or otherwise held or disposed of by or through the person to whom they
were delivered, and the Custodian shall have no liability for any of the
foregoing.
4.5 PAYMENT FOR SECURITIES SOLD, ETC. In its sole discretion and from time
to time, the Custodian may credit the relevant Custody Account, prior to actual
receipt of final payment thereof, with (i) proceeds from the sale of Securities
which it has been instructed to deliver against payment, (ii) proceeds from the
redemption of Securities or other assets of the Trust, and (iii) income from
cash, Securities or other assets of the Trust. Any such credit shall be
conditional upon actual receipt by Custodian of final payment and may be
reversed if final payment is not actually received in full. The Custodian may,
in its sole discretion and from time to time, permit the Trust to use funds so
credited to its Custody Account in anticipation of actual receipt of final
payment. Any such funds shall be repayable immediately upon demand made by the
Custodian at any time prior to the actual receipt of all final payments in
anticipation of which funds were credited to the Custody Account.
4.6 ADVANCES BY CUSTODIAN FOR SETTLEMENT. The Custodian may, in its sole
discretion and from time to time, advance funds to the Trust to facilitate the
settlement of a Trust transactions on behalf of a Fund in its Custody Account.
Any such advance shall be repayable immediately upon demand made by Custodian.
ARTICLE V
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REDEMPTION OF TRUST SHARES
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TRANSFER OF FUNDS. From such funds as may be available for the purpose in
the relevant Custody Account, and upon receipt of Proper Instructions specifying
that the funds are required to redeem Shares of a Fund, the Custodian shall wire
each amount specified in such Proper Instructions to or through such bank as the
Trust may designate with respect to such amount in such Proper Instructions.
Upon effecting payment or distribution in accordance with proper Instruction,
the Custodian shall not be under any obligation or have any responsibility
thereafter with respect to any such paying bank.
8
ARTICLE VI
----------
SEGREGATED ACCOUNTS
-------------------
Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement among the Trust,
the Custodian and a broker-dealer registered under the 1934 Act and a
member of the NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures Trading
commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other arrangements
in connection with transactions by the Trust,
(b) for purposes of segregating cash or Securities in connection with
securities options purchased or written by a Fund or in connection
with financial futures contracts (or options thereon) purchased or
sold by a Fund,
(c) which constitute collateral for loans of Securities made by a Fund,
(d) for purposes of compliance by the Trust with requirements under the
1940 Act for the maintenance of segregated accounts by registered
investment companies in connection with reverse repurchase agreements
and when-issued, delayed delivery and firm commitment transactions,
and
(e) for other proper corporate purposes, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of
the Board of Trustees, certified by an Officer, setting forth the
purpose or purposes of such segregated account and declaring such
purposes to be proper corporate purposes.
Each segregated account established under this Article VI shall be
established and maintained for a single Fund only. All Proper Instructions
relating to a segregated account shall specify the Fund involved.
ARTICLE VII
-----------
CONCERNING THE CUSTODIAN
------------------------
7.1 STANDARD OF CARE. The Custodian shall be held to the exercise of
reasonable care in carrying out its obligations under this Agreement, and shall
be without liability to the Trust for any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability or claim unless such loss,
damages, cost, expense, liability or claim arises from negligence, bad faith,
reckless or willful misconduct on its part or on the part of any sub-custodian
appointed pursuant to Section 3.3 above. The Custodian shall be entitled to rely
on and may act upon advice of counsel on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
The Custodian shall promptly notify the Trust of any action taken or omitted by
the Custodian pursuant to advice of counsel. The Custodian shall not be under
any obligation at any time to ascertain whether the Trust is in compliance with
the 1940 Act, the regulations thereunder, the provisions of the Trust's charter
documents or by-laws, or its investment objectives and policies as then in
effect.
7.2 ACTUAL COLLECTION REQUIRED. The Custodian shall not be liable for, or
considered to be the custodian of, any cash belonging to the Trust or any money
represented by a check, draft or other instrument for the payment of money,
until the Custodian or its agents actually receive such cash or collect on such
instrument.
7.3 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the extent that it
is in the exercise of reasonable care, the Custodian shall not be responsible
for the title, validity or genuineness of any property or evidence of title
thereto received or delivered by it pursuant to this Agreement.
9
7.4 LIMITATION ON DUTY TO COLLECT. Custodian shall not be required to
enforce collection, by legal means or otherwise, of any money or property due
and payable with respect to Securities held for the Trust if such Securities are
in default or payment is not made after due demand or presentation.
7.5 RELIANCE UPON DOCUMENTS AND INSTRUCTIONS. The Custodian shall be
entitled to rely upon any certificate, notice or other instrument in writing
received by it and reasonably believed by it to be genuine. The Custodian shall
be entitled to rely upon any Oral Instructions and/or any Written Instructions
actually received by it pursuant to this Agreement.
7.6 EXPRESS DUTIES ONLY. The Custodian shall have no duties or obligations
whatsoever except such duties and obligations as are specifically set forth in
this Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custodian.
7.7 COOPERATION. The Custodian shall cooperate with and supply necessary
information, by the Trust, to the entity or entities appointed by the Trust to
keep the books of account of the Trust and/or compute the value of the assets of
the Trust. The Custodian shall take all such reasonable actions as the Trust may
from time to time request to enable the Trust to obtain, from year to year,
favorable opinions from the Trust's independent accountants with respect to the
Custodian's activities hereunder in connection with (a) the preparation of the
Trust's report on Form N-1A and Form N-SAR and any other reports required by the
Securities and Exchange Commission, and (b) the fulfillment by the Trust of any
other requirements of the Securities and Exchange Commission.
ARTICLE VIII
------------
INDEMNIFICATION
---------------
8.1 INDEMNIFICATION. The Trust shall indemnify and hold harmless the
Custodian and any sub-custodian appointed pursuant to Section 3.3 above, and any
nominee of the Custodian or of such sub-custodian from and against any loss,
damage, cost, expense (including attorneys' fees and disbursements), liability
(including, without limitation, liability arising under the Securities Act of
1933, the 1934 Act, the 1940 Act, and any state or foreign securities and/or
banking laws) or claim arising directly or indirectly (a) from the fact that
Securities are registered in the name of any such nominee, or (b) from any
action or inaction by the Custodian or such sub-custodian (i) at the request or
direction of or in reliance on the advice of the Trust, or (ii) upon Proper
Instructions, or (c) generally, from the performance of its obligations under
this Agreement or any sub-custody agreement with a sub-custodian appointed
pursuant to Section 3.3 above or, in the case of any such sub-custodian, from
the performance of its obligations under such custody agreement, provided that
neither the Custodian nor any such sub-custodian shall be indemnified and held
harmless from and against any such loss, damage, cost, expense, liability or
claim arising from the Custodian's or such sub-custodian's negligence, bad faith
or willful misconduct.
8.2 INDEMNITY TO BE PROVIDED. If the Trust requests the Custodian to take
any action with respect to Securities, which may, in the opinion of the
custodian, result in the Custodian or its nominee becoming liable for the
payment of money or incurring liability of some other form, the Custodian shall
not be required to take such action until the Trust shall have provided
indemnity therefor to the Custodian in an amount and form satisfactory to the
Custodian.
ARTICLE IX
----------
FORCE MAJEURE
-------------
Neither the Custodian nor the Trust shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes, acts of civil or military authority;
governmental actions; or inability to obtain labor, material,
10
equipment or transportation; provided, however, that the Custodian in the event
of a failure or delay (i) shall not discriminate against the Funds in favor of
any other customer of the Custodian in making computer time and personnel
available to input or process the transactions contemplated by the Agreement and
(ii) shall use its best efforts to ameliorate the effects of any such failure or
delay. Notwithstanding the foregoing, the Custodian shall maintain sufficient
disaster recovery procedures to minimize interruptions.
ARTICLE X
---------
EFFECTIVE PERIOD; TERMINATION
-----------------------------
10.1 EFFECTIVE PERIOD. This Agreement shall become effective as of the date
first set forth above and shall continue in full force and effect until
terminated as hereinafter provided.
10.2 TERMINATION. Either party hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than sixty (60) days after the date of the
giving of such notice. If a successor custodian shall have been appointed by the
Board of Trustees, the Custodian shall, upon receipt of a notice of acceptance
by the successor custodian, on such specified date of termination (a) deliver
directly to the successor custodian all Securities (other than Securities held
in a Book-Entry System or Securities Depository) and cash then owned by the
Trust and held by the Custodian as custodian, and (b) transfer any Securities
held in a Book-Entry System or Securities Depository to an account of or for the
benefit of the Trust at the successor custodian, provided that the Trust shall
have paid to the Custodian all fees, expenses and other amounts to the payment
or reimbursement of which it shall then be entitled. Upon such delivery and
transfer, the Custodian shall be relieved of all obligations under this
Agreement. The Trust may at any time immediately terminate this Agreement in the
event of the appointment of a conservator or receiver for the Custodian by
regulatory authorities in the State of Ohio or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
10.3 FAILURE TO APPOINT SUCCESSOR CUSTODIAN. If a successor custodian is
not designated by the Trust on or before the date of termination specified
pursuant to Section 10.1 above, then the Custodian shall have the right to
deliver to a bank or trust company of its own selection, which is (a) a "Bank"
as defined in the 1940 Act, (b) has aggregate capital, surplus and undivided
profits as shown on its then most recent published report of not less than $25
million, and (c) is doing business in New York, New York, all Securities, cash
and other property held by Custodian under this Agreement and to transfer to an
account of or for the Trust at such bank or trust company all Securities of the
Trust held in a Book-Entry System or Securities Depository. Upon such delivery
and transfer, such bank or trust company shall be the successor custodian under
this Agreement and the Custodian shall be relieved of all obligations under this
Agreement. If, after reasonable inquiry, Custodian cannot find a successor
custodian as contemplated in this Section 10.3, then Custodian shall have the
right to deliver to the Trust all Securities and cash then owned by the Trust
and to transfer any Securities held in a Book-Entry System or Securities
Depository to an account of or for the Trust. Thereafter, the Trust shall be
deemed to be its own custodian with respect to the Trust and the Custodian shall
be relieved of all obligations under this Agreement.
ARTICLE XI
----------
COMPENSATION OF CUSTODIAN
-------------------------
The Custodian shall be entitled to compensation as agreed upon from time to
time by the Trust and the Custodian. The fees and other charges in effect on the
date hereof and applicable to the Funds are set forth in Exhibit B attached
hereto.
ARTICLE XII
-----------
LIMITATION OF LIABILITY
-----------------------
The Trust is a business trust organized under Ohio law and under a
Declaration of Trust, to which reference is hereby made a copy of which is on
file at the office of the Secretary of State of Ohio as required by law, and to
any and all amendments thereto so filed or hereafter filed. The obligations of
the Trust entered into in the name of the Trust or on behalf thereof by any of
the Trustees, officers, employees or agents are made not individually, but in
such capacities, and are not binding upon any of the Trustees, officers,
employees, agents or shareholders of the Trust or the Funds personally, but bind
only the assets of the Trust, and all persons dealing with any of
11
the Funds of the Trust must look solely to the assets of the Trust belonging to
such Fund for the enforcement of any claims against the Trust.
ARTICLE XIII
------------
NOTICES
-------
Unless otherwise specified herein, all demands, notices, instructions, and
other communications to be given hereunder shall be in writing and shall be sent
or delivered to The receipt at the address set forth after its name herein
below:
To the Trust:
-------------
Xxxx Family of Funds
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To the Custodian:
-----------------
The Fifth Third Bank
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Area Manager - Trust Operations
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII. Writing shall include
transmission by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
ARTICLE XIV
-----------
MISCELLANEOUS
-------------
14.1 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
14.2 REFERENCES TO CUSTODIAN. The Trust shall not circulate any printed
matter which contains any reference to Custodian without the prior written
approval of Custodian, excepting printed matter contained in the prospectus or
statement of additional information or its registration statement for the Trust
and such other printed matter as merely identifies Custodian as custodian for
the Trust. The Trust shall submit printed matter requiring approval to Custodian
in draft form, allowing sufficient time for review by Custodian and its counsel
prior to any deadline for printing.
14.3 NO WAIVER. No failure by either party hereto to exercise and no delay
by such party in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by either party hereto of any right hereunder shall not
preclude the exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or in equity.
14.4 AMENDMENTS. This Agreement cannot be changed orally and no amendment
to this Agreement shall be effective unless evidenced by an instrument in
writing executed by the parties hereto.
14.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the parties hereto on
12
separate counterparts, each of which shall be deemed an original but all of
which together shall constitute but one and the same instrument.
14.6 SEVERABILITY. If any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions shall not be affected or
impaired thereby.
14.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be assignable by
either party hereto without the written consent of the other party hereto.
14.8 HEADINGS. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed and delivered in its name and on its behalf by its representatives
thereunto duly authorized, all as of the day and year first above written.
ATTEST: XXXX FAMILY OF FUNDS
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
---------------------------- --------------------------------
Xxxxx X. Xxxxx
Its: President
THE FIFTH THIRD BANK
/s/ Xxxxxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- --------------------------------
Xxxxxx X. Xxxxxxx
Its: Vice President
13
Dated: October 1, 1997
EXHIBIT A
TO THE CUSTODY AGREEMENT BETWEEN
XXXX FAMILY OF FUNDS AND THE FIFTH THIRD BANK
OCTOBER 1, 1997
Name of Fund Date
------------ ----
Xxxx International Value Fund 10/1/97
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx Xxxxx
Its: President
THE FIFTH THIRD BANK
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
Its: Vice President
14
Dated: October 1, 1997
EXHIBIT B
TO THE CUSTODY AGREEMENT BETWEEN
XXXX FAMILY OF FUNDS AND THE FIFTH THIRD BANK
OCTOBER 1, 1997
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Trust to Administer each Custody Account.
Name Signature
---- ---------
Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
-------------------------- ----------------------------
Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
-------------------------- ----------------------------
Xxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
-------------------------- ----------------------------
Xxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
-------------------------- ----------------------------
Xxxx X. Xxxxx /s/ Xxxx X. Xxxxx
-------------------------- ----------------------------
M. Xxxxxxxx Xxxxxxx /s/ M. Xxxxxxxx Xxxxxxx
-------------------------- ----------------------------
15
SIGNATURE RESOLUTION
--------------------
RESOLVED, That all of the following officers of XXXX FAMILY OF FUNDS and any of
them, namely the Chairman, President, Vice President, Secretary and Treasurer,
are hereby authorized as signers for the conduct of business for an on behalf of
the Funds with THE FIFTH THIRD BANK:
N/A CHAIRMAN
--------------------- -------------------------
Xxxxx X. Xxxxx PRESIDENT /s/ Xxxxx X. Xxxxx
--------------------- -------------------------
Xxxxxx X. Xxxxxx VICE PRESIDENT /s/ Xxxxxx X. Xxxxxx
--------------------- -------------------------
Xxxx X. Xxxxxx ASST. SECRETARY /s/ Xxxx X. Xxxxxx
--------------------- -------------------------
VICE PRESIDENT
--------------------- -------------------------
VICE PRESIDENT
--------------------- -------------------------
Xxxx X. Xxxxx TREASURER /s/ Xxxx X. Xxxxx
--------------------- -------------------------
Xxxx X. Xxxxxxx SECRETARY /s/ Xxxx X. Xxxxxxx
--------------------- -------------------------
In addition, the following Assistant Treasurer is authorized to sign on behalf
of the Trust for the purpose of effecting securities transactions:
ASSISTANT TREASURER
--------------------- -------------------------
The undersigned officers of XXXX FAMILY OF FUNDS hereby certify that the
foregoing is within the parameters of a Resolution adopted by Trustees of the
Trust in a meeting held _________, 19___ , directing and authorizing preparation
of documents and to do everything necessary to effect the Custody Agreement
between XXXX FAMILY OF FUNDS and THE FIFTH THIRD BANK.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx Xxxxx
Its: President
By:
-------------------------------
Xxxx X. Xxxxxxx
Its: Secretary
17
EXHIBIT C
TO THE CUSTODY AGREEMENT BETWEEN
_________________ AND THE FIFTH THIRD BANK
_______________, 19___
MUTUAL FUND CUSTODY FEE SCHEDULE
BASIC ACCOUNT CHARGE
FUND SIZE:
Less than $50MM $
$50MM - $99MM $
$100MM - $199MM $
$200MM - $349MM $
Greater than $350MM $
TRANSACTION FEES
DTC/FED Eligible Trades $
DTC/FED Ineligible Trades $
Amortized Security Trades $
Repurchase Agreements (purchase and maturity) $
Third Party Repo's (purchase and maturity) $
Physical Commercial Paper Trades $
(purchase and maturity)
Book-Entry Commercial Paper Trades $
(purchase and maturity)
Options, each transaction $
Amortized Security Receipts $
A transaction is a purchase, sale, maturity, redemption, tender, exchange,
dividend reinvestment, deposit or withdrawal of a security (with the exception
of Fifth Third Certificates of Deposit, Commercial Paper & Repo's).
MISCELLANEOUS FEES
Wire Transfers & Check Disbursements $
Depository/Transfer Agent Reject $
17
FIFTH THIRD BANK
MUTUAL FUND SERVICES FEE SCHEDULE
CUSTODY AND FUND ACCOUNTING
SYSTEMS - THREE OPTIONS
-----------------------
ASW $150.00
Mainframe to Mainframe $150.00
Access $50.00
CUSTODY
-------
MARKET VALUE CHARGE Under $25 MM 0.01000%
------------------- $25-$100 MM 0.00750%
$100-$200 MM 0.00050%
Over $200 MM 0.00025%
Minimum Fee $2,400.00
TRANSACTION CHARGES
-------------------
Book Entry Settlements $9.00
Physical/Ineligible Settlements $25.00
PTC (GNMAs) Settlements $25.00
Futures & Options $25.00
Euroclear Settlements $25.00
Other Foreign See Attached
Mutual Fund Settlements $15.00
MAINTENANCE CHARGES
-------------------
Amortized Securities $5.00
MISCELLANEOUS CHARGES
---------------------
5/3 Repurchase Agreement Sweep (monthly) $50.00
Per additl issue Repo collateral $5.00
Voluntary Corporate Actions $25.00
Wire Transfers $7.00
Check Requests $6.00
Special Services (per hour) $75.00
Cash Offsets Based on amounts and rates
Maximum of 50% off Fee Offset
FIFTH THIRD BANK
INTERNATIONAL FEE SCHEDULE
BASIS POINT TRANSACTION BASIS POINT TRANSACTION
COUNTRY CHARGE CHARGE COUNTRY CHARGE CHARGE
------- ------ ------ ------- ------ ------
Argentina 10.00 45.00 Russia 10.00 65.00
Australia 1.30 40.00 Singapore 3.00 45.00
Austria 3.60 40.00 Slovak Republic 21.00 125.00
Bangladesh 43.00 175.00 South Africa 1.50 15.00
Belgium 2.20 55.00 Spain 3.00 45.00
Botswana 1.35 30.00 Sri Lanka 15.00 65.00
Brazil 15.00 30.00 Swaziland 29.00 55.00
Canada 1.00 15.00 Sweden 2.00 55.00
Chile 17.00 70.00 Switzerland 1.60 35.00
China 11.50 70.00 Taiwan 17.00 135.00
Columbia 47.00 110.00 Thailand 5.00 50.00
Czech Republic 20.00 55.00 Turkey 15.00 65.00
Denmark 1.30 60.00 U.K. 1.30 30.00
Euroclear 1.75 15.00 Uruguay 52.00 75.00
Ecuador 15.00 70.00 Venezuela 43.00 145.00
Egypt 43.00 115.00 Zambia 29.00 55.00
Estonia 4.50 15.00 Zimbabwa 29.00 55.00
Finland 5.00 50.00
France 2.10 55.00
Germany 1.30 35.00
Ghana 29.00 55.00
Greece 19.00 120.00
Hong Kong 7.25 35.00
Hungary 36.00 145.00
India 58.00 145.00
Indonesia 12.00 115.00
Ireland 3.00 35.00
Israel 15.00 25.00
Italy 3.00 65.00
Japan 3.50 7.00
Jordan 43.00 145.00
Kenya 29.00 55.00
Korea 10.00 20.00
Luxembourg 4.50 30.00
Malaysia 6.50 100.00
Mexico 1.75 20.00
Morocco 39.00 125.00
Namibia 25.00 45.00
Netherlands 2.50 15.00
New Zealand 2.50 50.00
Nigeria 25.00 45.00
Norway 1.50 55.00
Pakistan 29.00 130.00
Peru 55.00 120.00
Philippines 8.00 130.00
Poland 21.00 55.00
Portugal 12.75 95.00
SCHEDULE 1
----------
BANK MANDATE SIGNING AUTHORITIES
--------------------------------
ALL DIRECTORS OF XXXXXX INVESTMENT MANAGEMENT LIMITED
-----------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
FULL NAME OF DESIGNATION/TITLE SPECIMEN SIGNATURE SPECIMEN SIGNATURE LIMIT OF AUTHORITY
AUTHORIZED
SIGNATORY
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx Fund Manager /s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx Fund Manager /s/ X. X. Xxxxxxx /s/ X. X. Xxxxxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Chief Executive /s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx Xxxxxx Fund Manager /s/ Xxxxxx Xxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxxxxx Xxxxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx Green Dealing Director /s/ Xxxxxxxx Xxxxxx Green /s/ Xxxxxxxx Xxxxxx Green Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Group Company /s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx Unlimited/Signing
Secretary together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx Head of Private Clients /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
CERTIFIED CORRECT /s/ Xxxxx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Chief Executive Company Secretary
====================================================================================================================================
Xxxxxx Investment Management Confidential Page 1 of 6
SCHEDULE 1 (continued)
----------------------
BANK MANDATE SIGNING AUTHORITIES
--------------------------------
ALL DIRECTORS OF XXXXXX INVESTMENT MANAGEMENT LIMITED
-----------------------------------------------------
====================================================================================================================================
FULL NAME OF DESIGNATION/TITLE SPECIMEN SIGNATURE SPECIMEN SIGNATURE LIMIT OF AUTHORITY
AUTHORIZED
SIGNATORY
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx XxXxxx Fund Manager /s/ Xxxxx XxXxxx /s/ Xxxxx XxXxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxxxxx Xxxxxxx International Dealing /s/ Xxxxxxxxx Xxxxxxxxxxx /s/ Xxxxxxxxx Xxxxxxxxxxx Unlimited/Signing
Director Monnery Monnery together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxxx Managing Director- /s/ Xxxxxxxxx Xxxxxx /s/ Xxxxxxxxx Xxxxxx Unlimited/Signing
Marketing Division together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Fund Manager /s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxx Chief Investment /s/ Xxxxxxx Xxxxxxxxxx /s/ Xxxxxxx Xxxxxxxxxx Unlimited/Signing
Officer together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx Fund Manager /s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Vaizey Head of Finance /s/ Xxxxxxx Vaizey /s/ Xxxxxxx Vaizey Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
CERTIFIED CORRECT /s/ Xxxxx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Chief Executive Company Secretary
====================================================================================================================================
Xxxxxx Investment Management Confidential Page 2 of 6
SCHEDULE 2
----------
PERSONS AUTHORISED TO GIVE ORAL AND WRITTEN CORPORATE ACTION INSTRUCTIONS
-------------------------------------------------------------------------
====================================================================================================================================
FULL NAME OF DESIGNATION/TITLE SPECIMEN SIGNATURE SPECIMEN SIGNATURE LIMIT OF AUTHORITY
AUTHORIZED
SIGNATORY
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx Head of Investment /s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx Unlimited/Signing
Operations together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx Investment /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx Unlimited/Signing
Administration together with any
Manager other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxx Xxxx Supervisor Corporate /s/ Xxx Xxxx /s/ Xxx Xxxx Unlimited/Signing
Actions together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxx Corporate Actions Unlimited/Signing
Controller together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxx Transitions Manager /s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxx Unlimited/Signing
together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
/s/ Xxxxx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Name Signature Name Signature
====================================================================================================================================
Xxxxxx Investment Management Confidential Page 3 of 6
SCHEDULE 3
----------
PERSONS AUTHORISED TO GIVE ORAL INSTRUCTIONS IN RELATION
--------------------------------------------------------
TO FOREIGN EXCHANGE TRANSACTIONS
---------------------------------
====================================================================================================================================
FULL NAME OF DESIGNATION/TITLE SPECIMEN SIGNATURE SPECIMEN SIGNATURE LIMITOF AUTHORITY
AUTHORIZED
SIGNATORY
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx Green Dealing Director NOT REQUIRED NOT REQUIRED Unlimited
------------------------------------------------------------------------------------------------------------------------------------
Xxx Xxxxxxx International Dealing NOT REQUIRED NOT REQUIRED Unlimited
Director
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxx Fixed Interest & NOT REQUIRED NOT REQUIRED Unlimited
Currency Dealer
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx Foreign Exchange NOT REQUIRED NOT REQUIRED Unlimited
Dealer
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Dealer NOT REQUIRED NOT REQUIRED Unlimited
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Dealer NOT REQUIRED NOT REQUIRED Unlimited
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx Dealer NOT REQUIRED NOT REQUIRED Unlimited
------------------------------------------------------------------------------------------------------------------------------------
Name Signature Name Signature
====================================================================================================================================
Xxxxxx Investment Management Confidential Page 4 of 6
SCHEDULE 4
----------
PERSONS AUTHORISED TO GIVE WRITTEN INSTRUCTIONS IN RELATION
-----------------------------------------------------------
TO FOREIGN EXCHANGE TRANSACTIONS
--------------------------------
====================================================================================================================================
FULL NAME OF DESIGNATION/TITLE SPECIMEN SIGNATURE SPECIMEN SIGNATURE LIMIT OF AUTHORITY
AUTHORIZED
SIGNATORY
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx Trade Operations /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx Unlimited/Signing
Manager together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx Head of Investment /s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx Unlimited/Signing
Operations together with any
other signatory
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Xxxxxxx Xxxxxx Investment /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx Unlimited/Signing
Administration together with any
Manager other signatory
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Xxxxx Xxxxxxx Confirmations /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx Unlimited/Signing
Supervisor together with any
other signatory
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Xxxxxx Xxxxxxxx Foreign Exchange /s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx Unlimited/Signing
Administrator together with any
other signatory
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/s/ Xxxxx Xxxxxx
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Name Signature Name Signature
====================================================================================================================================
Xxxxxx Investment Management Confidential Page 5 of 6
SCHEDULE 5
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PERSONS AUTHORISED TO GIVE WRITTEN INSTRUCTIONS
-----------------------------------------------
IN RELATION TO STOCK TRANSACTIONS
---------------------------------
====================================================================================================================================
FULL NAME OF DESIGNATION TITLE SPECIMEN SIGNATURE SPECIMEN SIGNATURE LIMITED AUTHORITY
AUTHORIZED
SIGNATORY
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx Trade Operations /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx Unlimited/Signing
Manager together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx Head of Investment /s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx Unlimited/Signing
Operations together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx Investment /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx Unlimited/Signing
Administration together with any
Manager other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx Confirmations /s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx Unlimited/Signing
Supervisor together with any
other signatory
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx Green Director /s/ Xxxxxxxx Xxxxxx Green /s/ Xxxxxxxx Xxxxxx Green Unlimited/Signing
together with any
other signatory
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Xxxxx Xxxxxx Transititions Manager /s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx Unlimited/Signing
together with any
other signatory
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Xxxxxxxx Xxxxx Deal Admin. Manager /s/ Xxxxxxxx Xxxxx /s/ Xxxxxxxx Xxxxx Unlimited/Signing
together with any
other signatory
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/s/ Xxxxx Xxxxxx
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Name Signature Name Signature
====================================================================================================================================
Xxxxxx Investment Management Confidential Page 6 of 6
FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
This GLOBAL CUSTODY ADDENDUM ("ADDENDUM") dated as of October 1, 1997 by and
between XXXX FAMILY OF FUNDS/INTERNATIONAL VALUE FUND, an Ohio business trust,
(the "Fund"), and FIFTH THIRD BANK, a banking corporation organized pursuant to
the laws of the State of Ohio, ("Custodian"), is made as an addendum to the
Custody Agreement dated October 1, 1997, (the "Custody Agreement") between the
Fund and Custodian;
WHEREAS, Custodian has been appointed by Fund as the Custodian of the Assets of
the Portfolios of the Fund and the Fund desires to establish one or more custody
accounts through Custodian for global custody;
NOW, THEREFORE, in consideration of the premises and of the mutual promises and
covenants contained herein, the parties hereto agree as follows:
1. APPOINTMENT OF CUSTODIAN AS GLOBAL CUSTODIAN. Custodian is hereby
authorized and directed to, and shall, open and maintain one or more custody
accounts (each, the "Account" or collectively, the "Accounts") in such name or
names as Fund may, from time to time, direct; and will accept, in accordance
with the terms hereof, all cash and currency (collectively referred to herein as
"Cash") and all securities, instruments and other intangible assets as may be
agreed upon by Custodian and Fund which shall from time to time be delivered to
or received by it or any sub-custodian in the United States or in a country
approved by Fund for deposit in or otherwise held in the Account (collectively
referred to herein as "Securities") (Cash and Securities are collectively
referred to herein as "Assets"). Custodian assumes no obligation to review
investments in the Account or to recommend the purchase, retention or sale of
any Assets unless provided for by a separate written agreement between the
parties.
2. MAINTENANCE OF ASSETS OUTSIDE THE UNITED STATES. The Fund hereby
authorizes and instructs the Custodian to employ as sub-custodians, for the
Portfolios' Assets maintained outside the United States, the foreign banking
institutions and foreign securities depositories designated by the Foreign
Custody Manager as the Fund's delegate, (Foreign Sub-custodians). The Custodian
shall cease the employment of any one or more such Foreign Sub-custodians for
maintaining custody of the Portfolios' Assets as required pursuant to the
Foreign Custody Manager Agreement (or upon Proper Instructions from the Fund or
its delegate if the Foreign Custody Manager Agreement is no longer in effect).
3. FOREIGN SUB-CUSTODIANS. Assets of the Fund shall at all times be
maintained in custody of an "Eligible Foreign Custodian" as defined in the 1940
Act or the rules and regulations promulgated thereunder. With respect to holding
Assets with an Eligible Foreign Custodian, it is expressly understood and agreed
that:
(a) Custodian will endeavor, to the extent feasible, to hold
Securities in the country or other jurisdiction in which the principal
trading market for such Securities is located, where such Securities
are to be presented for cancellation and/or payment and/or
registration, or where such Securities are acquired;
(b) Cash which is maintained in a foreign country will be in any
currency which may be legally held in such country and may be held in
non-interest bearing accounts;
(c) Foreign Sub-custodians may hold Securities in central securities
depositories or clearing agencies in which such participates;
(d) The Custodian shall identify on its books as belonging to each
applicable Portfolio of the Fund, the foreign securities of such
Portfolios held by each Foreign Sub-custodian. Unless otherwise
required by local law or practice, a particular sub-custodian
agreement, or expressly instructed by the Fund, Assets deposited with
a Foreign Sub-custodian will be held in a commingled account in the
name of Custodian or its designee Sub-custodian as custodian for its
customers;
(e) Settlement of and payment for Securities received for, and
delivered from the Account may be made in accordance with the
customary or established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the
transaction occurs, including without limitation, the delivery of
Securities to a purchaser, broker, dealer or their prospective agents
either against a receipt for future payment or without any payment
(so-called "free delivery"); and
1
(f) The Fund is solely responsible for the payment of and the
reclamation, where applicable, of taxes. Custodian will, however,
cooperate with Funds in connection with Fund's payment or reclamation
of taxes and shall make the necessary filings in connection with
obtaining tax exemptions and tax reclamations which are available to
the Fund.
4. POWERS OF CUSTODIAN.
(a) GENERAL POWERS. Subject to and in accordance with Proper Instructions
from the Fund, or its delegated Foreign Custody Manager, Custodian, as Fund's
agent, and for the account and risk of the Fund, is hereby authorized and
empowered, with respect to Securities held outside the United States with
Foreign Sub-custodians, to authorize and empower Foreign Sub-custodians to:
(i) receive and deliver Assets;
(ii) receive all payments of principal, interest, dividends and other
income and distributions payable with respect to Assets;
(iii) exchange Securities in temporary or bearer form for Securities
in definitive or registered form; effect an exchange of shares where
the par value of stock is changed; and surrender Securities at
maturity or earlier when advised of a call for redemption (provided,
however, that Custodian shall not be liable for failure to so exchange
or surrender any security or take other action (A) if notice of such
exchange or call for redemption or other action was not actually
received by Custodian from the issuer (with respect to Securities
issued in the United States) or from one of the nationally or
internationally recognized bond or corporate action services to which
Custodian subscribes or from the Fund or (B) if, at the time of
deposit, any Security so deposited is subject to call, exchange,
redemption or similar action, unless specifically instructed to do so
by Fund);
(iv) hold Assets (A) in its vaults, (B) at a domestic or foreign
entity that provides handling, clearing or safekeeping service, (C)
with issuer in non-certificated form, (D) on Federal Book Entry at the
Federal Reserve Custodian or (E) with the prior approval of Fund at
any other location;
(v) register and/or hold Assets in the name of any nominee of
Custodian or its Foreign Sub-custodians or any of their respective
nominees or any authorized agent, subsidiary or other entity,
including (without limiting the generality of the foregoing) the
nominee of any central depository, clearing corporation or other
entity with which securities may be deposited (and Fund hereby
indemnifies and holds harmless Custodian and any such nominee against
any liability as a holder of record);
(vi) hold any investment in bearer form;
(vii) in connection with the receipt of Assets, accept documents in
lieu of such Assets as long as such documents contain the agreement of
the issuer thereof to hold such Assets subject to Custodian's sole
order;
(viii) make, execute, acknowledge and deliver as agent, any and all
documents or instruments (including but not limited to all
declarations, affidavits and certificates of ownership) that may be
necessary or appropriate to carry out the powers granted herein;
(ix) employ and consult with, and obtain advice from, suitable agents,
including auditors and legal counsel (who may be counsel to Fund or
the Custodian or other advisers) and Custodian shall incur no
liability in acting in good faith in accordance with the reasonable
advice and opinion of such agents or advisers;
(x) make any payments incidental to or in connection with this
paragraph 3(a); and
(xi) exercise all other rights and powers and to take any action it
deems necessary in carrying out the purposes of this Agreement.
(b) DISCRETIONARY CORPORATE ACTION. Whenever Custodian receives
information concerning the Securities or instruments (including, but not limited
to, warrants, options, tenders, options to tender or non-mandatory puts or
calls) which requires discretionary action by the beneficial owner of the
Securities (other than a proxy) such as subscription rights, bonus issues, stock
repurchase plans and rights offerings, or legal notice of the
2
material intended to be transmitted to securities holders, or which confer
optional rights on the Fund or provide for discretionary action or alternative
courses of action by Fund ("Corporate Actions"), Custodian shall promptly give
the Fund notice of such Corporate Actions to the extent that Custodian has
actual knowledge of a Corporate Action. The Fund shall be responsible for making
any decisions relating thereto and for instructing Custodian to act. In order
for Custodian to act, it must receive Fund's Proper Instructions at Custodian's
offices, addressed as Custodian may from time to time request, by no later than
noon (Eastern Standard Time) AT LEAST TWO (2) BUSINESS DAYS PRIOR TO the last
scheduled date to act with respect to such securities or instruments (or such
earlier date or time as Custodian may notify Fund). Absent Custodian's timely
receipt of such instruction, Custodian shall not be liable for failure to take
any action relating to or to exercise any rights conferred by such securities or
instruments.
(c) VOTING. With respect to all Securities, however registered, the voting
rights are to be exercised by Fund or its designee. With respect to Securities
issued in the United States, Custodian's only duty shall be to mail to Fund any
documents (including proxy statements, annual reports and signed proxies)
relating to the exercise of such voting rights. With respect to Securities
issued outside the United States at the request of Fund, Custodian will provide
Fund with access to a provider of global proxy services. If Fund determines not
to utilize the services of such global proxy services provider, Custodian will
provide the Fund with proxy material actually received by Custodian from
Sub-Custodians, but otherwise shall have no obligations with respect to voting.
(d) FOREIGN EXCHANGE TRANSACTIONS. Custodian, as principal, is authorized
to enter into spot or forward foreign exchange contracts with Fund and may
provide such foreign exchange services to Fund through Foreign Sub-Custodians.
Instructions, including standing instructions, may be issued with respect to
such contracts, but Custodian may establish rules or limitations concerning any
foreign exchange facility made available to Fund. In all cases where Custodian
or Foreign Sub-custodians enter into foreign exchange contracts relating to the
Account, the terms and conditions of such foreign exchange contracts shall apply
to such transaction. Neither Custodian nor any Foreign Sub-custodian shall be
liable for any fluctuations or changes in foreign exchange rates, which shall be
the sole risk and liability of Fund.
5. AGREEMENTS WITH FOREIGN SUB-CUSTODIANS. Each agreement with a Foreign
Sub-custodian shall be substantially in the form previously made available to
the Fund and shall provide that:
(a) indemnification or insurance arrangements are made (or any combination
thereof) such that the Fund will be adequately protected against the risk of
loss of assets held in accordance with such agreement;
(b) the assets of the Fund will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the Foreign
Sub-custodian or its creditors except a claim of payment for their safe custody
or administration or, in the case of cash deposits, liens, or rights in favor of
creditors of the Foreign Sub-custodian arising under bankruptcy, insolvency, or
similar laws;
(c) beneficial ownership of the assets of each Fund will be freely
transferable without the payment of money or value other than for custody or
administration;
(d) adequate records will be maintained identifying the assets as
belonging to the Fund or as being held by a third party for the benefit of the
Fund;
(e) the Fund's independent public accountants will be given access to
those records or confirmation of the contents of those records; and
(f) the Fund will receive periodic reports with respect to the safekeeping
of the Fund's assets, including, but not limited to, notification of any
transfer to or from the Fund's account or a third party account containing
assets held for the benefit of the Fund.
6. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
(a) Except as otherwise provided in Paragraph (b) of this Section 6, the
provisions of Section 3 of the Custody Agreement shall apply, equally to the
Securities of the Fund held outside the United States by Foreign Sub-custodian.
(b) Notwithstanding any provision of this Addendum to the contrary,
settlement and payment for Securities received for the account of each
applicable Portfolio and delivery of Securities maintained for the account of
each applicable Portfolio may be effected in accordance with the customary
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering securities to the purchaser thereof or to a
dealer therefor (or an agent for such purchaser or dealer) against a receipt
with expectation of receiving later payment for such securities from such
purchaser or dealer.
3
(c) Securities maintained in the custody of a Foreign Sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set forth
in Section 3 of this Addendum, and the Fund agrees to hold any such nominee
harmless from any liability as a holder of record of such securities.
7. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which
the Custodian or its Sub-custodian employs a foreign banking institution as a
Foreign Sub-custodian shall require the institution to exercise a reasonable
standard of care as is customary in such country in the performance of its
duties and to indemnify, and hold harmless, the Custodian and any Sub-custodian
for the benefit of the Fund for and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the institution's
performance of such obligations. At the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with respect to any
claims against a Foreign Sub-custodian as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent that the Fund has
not been made whole for any such loss, damage, cost, expense, liability or
claim.
8. TAX LAW. The Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Fund or any Sub-custodian by the
tax law of the United States of America or any state or political subdivision
thereof. It shall be the responsibility of the Custodian to notify the Fund of
the obligations imposed on the Fund or any as sub-custodian of the Fund by the
tax law of jurisdictions other than those mentioned in the above sentence,
including responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. Custodian shall
use reasonable efforts to assist the fund with respect to any claim for
exemption or refund.
9. COMPENSATION, FEES, EXPENSES AND TAXES.
(a) In consideration of the services to be rendered pursuant to this
Addendum, Fund shall compensate Custodian in accordance with and pursuant to the
Fee Schedule annexed hereto as Schedule A, which Fee Schedule may be amended
from time to time upon thirty (30) days' prior written notice to Fund.
(b) Fees and reimbursement for costs and expenses shall be paid monthly
after the last business day of each calendar month, with the first payment for
the calendar month following any activity. Custodian is hereby authorized to
charge the Account for such fees, costs and expenses after review and approval
by the Fund.
(c) In the event services are rendered for less than a calendar month or
this Addendum is terminated prior to the end of a calendar month, Fund shall pay
Custodian's fee prorated for the portion of the calendar month such services are
rendered, plus any costs and expenses incurred by Custodian for Fund's Account
up to or subsequent to the date of termination.
10. LIMITATION OF LIABILITY; INDEMNIFICATION.
(a) Custodian shall be liable for the acts or omissions of its
Sub-custodian and Foreign Sub-custodians to the same extent as set forth with
respect to sub-custodians generally in the Custody Agreement, regardless of
whether assets are maintained in the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S. bank as contemplated by this
Addendum. In no event shall Custodian or any Sub-custodian be liable (i) for
acting in accordance with Proper Instructions from Fund, (ii) for special or
consequential damages, (iii) for holding Assets in any particular country,
including, but not limited to, loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency restrictions or acts of
war or terrorism or any loss where the Custodian, Sub-custodian or Foreign
Sub-custodian has otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of the paragraph, in delegating custody duties to a
Sub-custodian or Foreign Sub-custodian, the Custodian shall not be relieved of
any responsibility to the Fund for any loss due to such delegation, except such
loss as may result from political risk (including but not limited to, exchange
control restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or other losses (excluding
bankruptcy or insolvency of a Foreign Sub-custodian not caused by political
risk) due to Acts of God, nuclear incident or other losses under circumstances
where the Custodian and Sub-custodian or Foreign Sub-custodian have exercised
reasonable care.
(b) Fund shall indemnify Custodian and hold it harmless against any
losses, damages, costs or expenses (including reasonable attorneys' fees and
disbursements) liability (including, without limitation, liability arising under
the applicable securities laws, and any state or foreign securities and/or
banking laws) or claim arising (i) from the status as a mere record holder of
securities in the Account; or (ii) from any action or inaction by the Custodian
upon Proper Instructions in connection with this Addendum, or (iii) from the
performance of its obligations under the Addendum, provided, however, that
nothing contained herein shall limit or in any way impair the right of Custodian
to indemnification under any other provision of the Custody Agreement and
further provided that the Custodian shall
4
not be indemnified and held harmless from any against any such loss or damage,
cost expense, liability or claim arising from the Custodian's negligence, lack
of good faith or willful misconduct or failure to act with reasonable care.
(c) Fund understands that, due to certain foreign market practices, when a
Sub-custodian is instructed to deliver Assets against payment, it may deliver
such Assets prior to actually receiving final payment and that, as a matter of
bookkeeping convenience, it may credit Fund's Account with anticipated proceeds
of sale prior to actual receipt of final payment. All credits to the Account of
the Fund of anticipated proceeds of sales and redemptions of Assets and of
anticipated income from Assets shall be conditional upon receipt of final
payment and may be reversed to the extent final payment is not received. In the
event that Custodian in its description advances funds to Fund to facilitate the
settlement of any transaction, or elects to permit Fund to use funds credited to
the Account in anticipation of final payment, Fund shall reimburse Custodian for
such amounts plus any interest thereon.
11. REPORTS; STATEMENTS OF ACCOUNT; COMPUTER SERVICES. Custodian shall
provide the Fund on a quarterly basis, no later than 15 days after the end of
each calendar quarter, with Statements of Assets in the Account ("Statement of
Assets") and Statements of Account showing all transactions in the Account
("Statement of Account"). Statement of Assets, Statement of Account and
Confirmations shall identify the Assets held, and transactions involving, each
Foreign Sub-custodian. The Custodian will supply to the Foreign Sub-custodians,
including but not limited to an identification of entities having possession of
the Portfolio(s) Assets and advices or notifications of any transfers of Assets
to or from each custodian account maintained by a foreign banking institution
for the Custodian on behalf of each applicable Portfolio indicating, as to
Securities acquired for a Portfolio, the identity of the entity having physical
possession of such Securities.
12. REIMBURSEMENT FOR ADVANCES. If the Fund requires the Custodian to
advance cash or securities for any purpose for the benefit of a Portfolio
including the purchase or sale of foreign exchange or of contracts for foreign
exchange, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Addendum, except such as may arise from
Custodian's or Custodian's nominee's own negligent action, negligent failure to
act or willful misconduct, any Assets at any time held for the Account of the
applicable Portfolio shall be security therefor and should the Fund fail to
repay the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of such Portfolio's Assets to the extent necessary
to obtain reimbursement.
13. MONITORING RESPONSIBILITIES. Monitoring of Foreign Sub-custodians
shall be governed by the Foreign Custody Manager Agreement, where applicable.
Custodian shall promptly inform the Foreign Custody Manager, in the event that
the Custodian is notified by a selected Foreign Sub-custodian that there appears
to be a substantial likelihood that its shareholders' equity will decline below
$200 million (U.S. dollars or the equivalent thereof) or that its shareholders'
equity has declined below $200 million (in each case computed in accordance with
generally accepted U.S. accounting principles) or any other capital adequacy
test applicable to it by exemptive order, or if the Custodian has actual
knowledge of any material loss of the assets of the Fund held by a Foreign
Sub-custodian.
14. NOTICES, INSTRUCTIONS AND OTHER COMMUNICATIONS. Unless otherwise
specified herein, all Statements of Assets, Statements of Account and
Confirmations shall be in writing and all notices, instructions or other
communications may be given either orally or in writing (including by tested
telex, telecopy or other electronic transmission, which may include Trade
Reports issued by the Institutions Delivery System or Depository Trust Company).
All Statements of Assets, Statements of Account, Confirmations, notices,
instructions and other communications shall be delivered to the address (post
office, telephone, telex or other electronic address) set forth on Schedule B
annexed hereto, which address may be changed upon thirty (30) days' prior
written notice to the other party. Fund shall furnish, and shall cause each
Investment Manager to furnish, to Custodian a certificate indicating those
persons who are authorized to give Custodian instructions hereunder and with
specimen signatures of such persons. Custodian is authorized to comply with and
rely upon any such notices, instructions or other communications believed by it
to have been sent or given by an authorized person. Custodian's understanding of
any oral notice, instruction or other communication shall be deemed controlling
(whether given or received by Custodian), notwithstanding any discrepancy
between such understanding and any subsequent confirming document or
communication.
15. APPOINTMENT OF INVESTMENT MANAGER. Fund may, from time to time,
appoint one or more investment managers (each an "Investment Manager") to manage
the Assets in the Account, to vote securities in the Account, to purchase, sell
or otherwise acquire or dispose of Assets in the Account, and to engage in
foreign exchange transactions on behalf of Fund. Custodian is to rely upon and
comply with (and shall have no liability for relying upon and complying with)
Proper Instructions and directions from the Investment Manager (including
instructions and directions with respect to the voting of securities in the
Account, the purchase, sale or other acquisition or disposition of Assets in the
Account and the furnishing of information and records relating to the Account to
the Investment Manager) to the same extent as if such instructions and
directions were given by Fund and
5
Custodian shall have no duty or obligation to determine the propriety or
appropriateness of such instructions or directions. Any such appointment shall
remain in full force and effect unless and until Custodian receives written
notice from Fund to the contrary.
16. TERMINATION. This Addendum shall be continuing and shall remain in
full force and effect until terminated by Custodian or Fund or upon the
termination of the Custody Agreement between the Fund and Custodian.
17. ASSIGNMENT. Neither Custodian nor Fund shall assign this Addendum
without first obtaining the written consent of the other party hereto.
18. HEADINGS AND CAPITAL TERMS. The section and paragraph headings
contained herein are for convenience and reference only and are not intended to
define or limit the scope of any provision of this Addendum. All capitalized
terms used in this Addendum but not defined shall have the meanings assigned to
such terms in the Custody Agreement.
19. ENTIRE AGREEMENT; AMENDMENT. This Addendum shall constitute the entire
agreement of the parties with respect to the subject matter and supersedes all
prior oral or written agreements in regard thereto. Except as otherwise
provided, this Addendum may be amended only by an instrument in writing duly
executed by both parties hereto.
20. GOVERNING LAW; JURISDICTION; CERTAIN WAIVERS. (a) This Addendum shall
be interpreted and construed in accordance with the internal substantive laws
(and not the choice of law rules) of the State of Ohio.
(b) The invalidity, illegality or unenforceability of any provision of
this Addendum shall in no away affect the validity, legality or enforceability
of any other provision; and if any provision is held to be unenforceable as a
matter of law, the other provisions shall not be affected thereby and shall
remain in full force and effect.
21. RIGHTS AND REMEDIES. The rights and remedies conferred upon the
parties hereto shall be cumulative, and the exercise of waiver of any such
rights or remedy shall not preclude or inhibit the exercise or any additional
rights or remedies. The waiver of any right or remedy hereunder shall not
preclude or inhibit the subsequent exercise of such right or remedy.
IN WITNESS WHEREOF, this Addendum has been executed and attested as of the
day and year first above written, by the duly authorized offices of Fund and
Custodian.
XXXX FAMILY OF FUNDS/
Attest: INTERNATIONAL VALUE FUND
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
---------------------------- --------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx
Title: Secretary Title: President
Attest: THE FIFTH THIRD BANK
/s/ Xxxxxxxxx X Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- --------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Officer Title: Vice President
6
SCHEDULE A
THE FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
FEE SCHEDULE
7
SCHEDULE B
THE FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
NOTICES
_____________, 19___
TO THE FIFTH THIRD BANK:
Post Office Address: Fifth Third Center
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention:
Telephone:
Telex:
Telecopy:
TO ______________________________
Post Office Address:
8
FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT, made as of October 1, 1997, between XXXX FAMILY OF FUNDS/
INTERNATIONAL VALUE FUND (the "Fund") and THE FIFTH THIRD BANK ("Fifth Third").
W I T N E S S E T H :
WHEREAS, the Fund desires to appoint Fifth Third as a Foreign Custody
Manager on the terms and conditions contained herein;
WHEREAS, Fifth Third desires to serve as a Foreign Custody Manager and
perform the duties set forth herein on the terms and conditions contained
herein;
NOW, THEREFORE, in consideration of the mutual promises hereinafter
contained in this Agreement, the Fund and Fifth Third hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings;
1. Capitalized terms used in the Agreement and not otherwise defined in
the Agreement shall have the meanings given such terms in the Rule.
2. "Board" shall mean the board of directors or board of trustees, as the
case may be, of the Fund.
3. "Eligible Foreign Custodian" shall have the meaning provided in the
rule, except that it shall not include any Securities Depository the use of
which is mandatory (i) by law or regulation, or (ii) because securities cannot
be withdrawn from such Securities Depository, or (iii) because maintaining
securities outside such Securities Depository is not consistent with prevailing
custodial practices.
4. "Monitoring System" shall mean a system established by Fifth Third to
fulfill the Responsibilities specified in clauses (1)(d) and (1)(e) of Article
III of this Agreement.
5. "Responsibilities" shall mean the responsibilities delegated to Fifth
Third as a Foreign Custody Manager with respect to each Specified Country, as
such responsibilities are more fully described in Article III of this Agreement.
6. "Rule" shall mean Rule 17f-5 under the Investment Company Act of 1940,
as amended, as such Rule became effective on June 16, 1997.
7. "Specified Country" shall mean each country, other than United States,
constituting the primary market for a security with respect to which the Fund
has given settlement instruction to The Fifth Third Bank as custodian (the
"Custodian") under its Custody Agreement with the Fund.
ARTICLE II
FIFTH THIRD AS FOREIGN CUSTODY MANAGER
1. The Fund on behalf of its Board hereby delegates to Fifth Third with
respect to each Specified Country the Responsibilities.
2. Fifth Third accepts the Board's delegation of Responsibilities with
respect to each Specified Country and agrees in performing the Responsibilities
as a Foreign Custody Manager to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of the Fund's assets
would exercise.
3. Fifth Third shall provide to the Board, no later than 15 days after
the end of each calendar quarter, written reports notifying the Board of the
placement of assets of the Fund with a particular Eligible Foreign Custodian
within a Specified Country selected by Fifth Third and of any material change in
the Arrangements with respect to the Fund with any such Eligible Foreign
Custodian.
ARTICLE III
RESPONSIBILITIES
1. Fifth Third shall with respect to each Specified Country and each
Eligible Foreign Custodian selected by Fifth Third: (a) determine that assets of
the Fund held by such Eligible Foreign Custodian will be subject to reasonable
care, based on the standards applicable to custodians in the relevant market in
which such Eligible Foreign Custodian operates, after considering all factors
relevant to the safekeeping of such assets, including, without limitation, those
contained in Section (c)(1) of the Rule; (b) determine that the Fund's foreign
custody arrangements with each Eligible Foreign Custodian selected by Fifth
Third are governed by a written contract with the Custodian (or, in the case of
an Eligible Foreign Custodian selected by Fifth Third which is a Securities
Depository, by such a contract, by the rules or established practices or
procedures of the Securities Depository, or by any combination of the foregoing)
which will provide reasonable care for the Fund's assets based on the standards
specified in paragraph (c)(1) of the Rule; (c) determine that each contract
described in the preceding clause (b) (or, in the case of an Eligible Foreign
Custodian selected by Fifth Third which is a Securities Depository, by such a
contract, by the rules or established practices or procedures of the Securities
Depository, or by any combination of the foregoing) shall include the provisions
specified in paragraph (c)(2)(i)(A) through (F) of the Rule or , alternatively,
in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other
provisions as Fifth Third determines will provide, in their entirety, the same
or a greater level of care and protection for the assets of the Fund as such
specified provisions; (d) monitor pursuant to the Monitoring System the
appropriateness of maintaining the assets of the Fund with a particular Eligible
Foreign Custodian selected by Fifth Third and the contract governing the
arrangement; and (e) advise the Fund whenever an arrangement described in the
preceding clause (d) no longer meets the requirements of the Rule that the Fund
must withdraw its assets from such Eligible Foreign Custodian as soon as
reasonably practicable. The Fund agrees that Fifth Third may employ, consult and
obtain advice from suitable advisors, agents and third parties as Fifth Third
deems appropriate in its sole discretion in connection with actions taken by
Fifth Third hereunder to fulfill the Responsibilities.
2. For purposes of clause (d) of the preceding Section 1 of this Article,
appropriateness shall not include, nor be deemed to include, any risks
associated with investment in a particular country. Maintaining assets of the
Fund with an Eligible Foreign Custodian selected by Fifth Third will on any day
be considered appropriate; if Fifth Third on such day would select such Eligible
Foreign custodian in accordance with Articles II and III of this Agreement.
ARTICLE IV
REPRESENTATIONS
1. The Fund hereby represents that: (a) this Agreement has been duly
authorized, executed and delivered by the Fund, constitutes a valid and legally
binding obligation of the Fund enforceable in accordance with its terms, and no
statute, regulation, rule, order, judgment or contract binding on the Fund
prohibits the Fund's execution or performance of this Agreement; (b) this
Agreement has been approved and ratified by the Board at a meeting duly called
and at which a quorum was at all times present; and (c) the Board has considered
the risks associated with investment in each Specified Country.
2
2. Fifth Third hereby represents that: (a) Fifth Third is duly organized
and existing under the laws of the State of Ohio, with full power to carry on
its businesses as now conducted, and to enter into this Agreement and to perform
its obligations hereunder; (b) this Agreement has been duly authorized, executed
and delivered by Fifth Third, constitutes a valid and legally binding obligation
of Fifth Third enforceable in accordance with its terms, and no statute,
regulation, rule, order, judgment or contract binding on Fifth Third prohibits
Fifth Third's execution or performance of this Agreement; and (c) Fifth Third
has established the Monitoring System.
ARTICLE V
CONCERNING FIFTH THIRD
1. Fifth Third shall not be liable for any costs, expenses, damages,
liabilities or claims, including attorneys' and accountants' fees, sustained or
incurred by, or asserted against, the Fund except to the extent the same arises
out of the failure of Fifth Third to exercise the care, prudence and diligence
required by Section 2 of Article II hereof. In no event shall Fifth Third be
liable to the Fund, the Board, or any third party for special, indirect or
consequential damages, or for lost profits or loss of business, arising in
connection with this Agreement.
2. The Fund agrees to indemnify Fifth Third and holds it harmless from
and against any and all costs, expenses, damages, liabilities or claims,
including attorneys' and accountants' fees, sustained or incurred by or asserted
against Fifth Third by reason or as a result of any action or inaction, arising
out of Fifth Third's performance hereunder, provided that the Fund shall not
indemnify Fifth Third to the extent any such costs, expenses, damages,
liabilities or claims arise out of Fifth Third's failure to exercise the
reasonable care, prudence and diligence required by Section 2 of Article II
hereof.
3. Fifth Third shall only have such duties as are expressly set forth
herein. Without limiting the generality of the foregoing, in no event shall
Fifth Third be liable for any risks associated with investments in a particular
country, but shall only be liable for the risks associated in placing assets of
the Fund with a particular Eligible Foreign custodian selected by Fifth Third.
ARTICLE VI
MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the Fund and
Fifth Third, and no provision in the Custody Agreement between the Fund and the
Custodian shall affect the duties and obligations of Fifth Third hereunder, nor
shall any provision in this Agreement affect the duties or obligations of the
Custodian under the Custody Agreement.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to Fifth Third, shall be sufficiently given if
received by it at its offices at Fifth Third Center, 000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx 00000, Attention: Mutual Fund Client Services, or at such other
place as Fifth Third may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if received
by it at its offices at Xxxx Family of Funds, 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxx
00000, Attention: Xxxxx Xxxxx.
4. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties. This Agreement shall extend to and
be binding upon the parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by either party
without the written consent of the other.
3
5. This Agreement shall be construed in accordance with the internal
substantive laws of the State of Ohio, without regard to conflicts of laws
principles thereof. The Fund and Fifth Third each hereby irrevocably waive any
and all rights to a trial by jury in any legal proceeding arising out of or
relating to this Agreement.
6. The parties hereto agree that in performing hereunder, Fifth Third is
acting solely on behalf of the Fund and no contractual or service relationship
shall be deemed to be established hereby between Fifth Third and any other
person.
7. 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.
8. This Agreement shall terminate simultaneously with the termination of
the Custody Agreement between the Fund and the Custodian, and may otherwise be
terminated by either party giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than thirty
(30) days after the date of such notice.
9. In consideration of the service provided by Fifth Third hereunder, the
Fund shall pay to Fifth Third such compensation and out-of-pocket expenses as
may be agreed upon from time to time.
IN WITNESS WHEREOF, the Fund and Fifth Third have caused this Agreement to
be executed by their respective officers, thereunto duly authorized, as of the
date first above written.
XXXX FAMILY OF FUNDS/
INTERNATIONAL VALUE FUND
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Title: President
----------------------------
THE FIFTH THIRD BANK
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Title: Vice President
----------------------------
4
RESOLUTION
The undersigned hereby certifies to The Fifth Third Bank that the Board of
Trustees of Xxxx Family of Funds, a business trust organized under the laws of
the State of Ohio, duly adopted the following resolutions on the 20th day of
November, 1997, and that such resolutions are in full force and effect:
"WHEREAS, management of Xxxx Family of Funds (the "Trust") proposes
that the Trust retain The Fifth Third Bank ("Fifth Third") as the
primary custodian for the International Value Fund (the "Fund"); and
WHEREAS, based upon the expertise and financial strength of Fifth
Third, it is reasonable to rely on Fifth Third to select, contract
with, and monitor foreign custodians;
NOW, THEREFORE, BE IT RESOLVED, that the Trust's Custody Agreement
with Fifth Third be, and it hereby is, approved; and
FURTHER RESOLVED, that the President of the Trust be, and he hereby
is, authorized to execute, on behalf of the Trust, the Custody
Agreement in substantially the same form as presented at this meeting;
and
FURTHER RESOLVED, that Fifth Third be, and it hereby is, authorized
and instructed to select eligible foreign custodians in the countries
in which the Fund is permitted to invest, to determine the adequacy of
and execute contracts with such foreign custodians, and to monitor the
arrangements with such foreign custodians; and
FURTHER RESOLVED, that prior to the placing of Fund assets with a
particular foreign custodian, Fifth Third shall have determined, based
on all factors relevant to the safekeeping of Fund assets, that the
Fund's assets will be subject to "reasonable care" if maintained with
such custodian; and
FURTHER RESOLVED, that Fifth Third shall establish a system to monitor
the appropriateness of maintaining the Fund's assets with a particular
custodian and under the foreign custody contract and, if a foreign
custody arrangement no longer meets the requirements of Rule 17f-5,
shall notify the Trust immediately; and
FURTHER RESOLVED, that the Board of Trustees will be provided, on a
quarterly basis, with written reports notifying the Board of the
placement of Fund assets with a particular custodian, and of any
changes in the Fund's foreign custody arrangements; and
FURTHER RESOLVED, that the officers of the Trust be, and they hereby
are, authorized to do each and every thing whatsoever necessary to
implement these resolutions." IN WITNESS WHEREOF, I have hereunto set
my hand as secretary of said trust this 1st day of October, 1997.
/s/ Xxxx X. Xxxxxxx
------------------------------
Secretary
