EXHIBIT 99.g9
THIRD-PARTY CUSTODIAL AGREEMENT
Agreement dated March 31, 2006, by and among American Century Investment Trust
on behalf of each series listed on Schedule 1 attached hereto as amended from
time to time, each severally, but not jointly a customer ("Customer"), X.X.
Xxxxxx Futures Inc. ("Broker") and State Street Bank and Trust Company ("Bank"),
hereinafter collectively known as the "Parties".
WHEREAS, Customer has opened one or more accounts (the "Futures Account" or
"Futures Accounts") with Broker, a Futures Commission Merchant registered as
such with the Commodity Futures Trading Commission, for the purpose of trading
financial futures contracts and options ("Contracts"); and
WHEREAS, the rules and regulations of the Chicago Mercantile Exchange, the Board
of Trade of the City of Chicago, the Commodity Exchange, Inc. and such other
exchanges on which Broker may execute, or cause to be executed, Contracts for
Customer ("Exchange" or "Exchanges") may require the Customer to deposit with
Broker certain margin with respect to each Contract; and
WHEREAS, Broker understands that Customer and Bank have agreed that Customer has
opened and maintains with Bank custody accounts subject to a Custodian Agreement
between Customer and Bank (the "Custodian Agreement"), such accounts to be
further subject to the terms of this Agreement ("Safekeeping Account" or
"Safekeeping Accounts").
THEREFORE, it is agreed as follows:
1. As used herein the following terms shall have the following meanings:
"Instruction" shall mean a request, direction or certification
delivered or transmitted to Bank either orally or in writing by way of
telex, telegraph or similar facsimile sending device given (i) for and
on behalf of Broker by a person so authorized, as certified in writing
to Bank by an officer of Broker on Appendix A attached hereto, or (ii)
for and on behalf of Customer by a person so authorized, as provided in
the Custodian Agreement or as certified on Appendix B attached hereto.
Any Instructions given orally shall govern notwithstanding any
inconsistent terms contained in any written confirmation thereof and
Bank shall be entitled to rely on any oral instructions.
"Notice" shall mean a notice transmitted or delivered by a person
either orally or in writing by way of telex, telegraph, similar
facsimile sending device or hand delivery to (i) in the case of Notice
to Customer, a person designated by Customer in writing (on Appendix B
attached hereto) as eligible to receive such notice or, in the event no
such person is available, to any officer of Customer and (ii) in the
case of Notice to Bank, a person designated by Bank in writing as
eligible to receive such notice or, in the event no such person is
available, to any officer in the Customer's operations group of Bank;
PROVIDED, that any oral notice to Customer given pursuant to Section
10(b) hereof shall be followed promptly by a written confirmation
thereof and that any oral notice given to Bank is confirmed promptly in
writing; and (iii) in the case of Notice to Broker, a person designated
by Broker in writing (on Appendix A attached hereto) as eligible to
receive such notice.
2. Bank and Customer agree to maintain two Safekeeping Accounts at Bank,
which shall be sub-accounts of the Customer's custody account with the
Bank to be entitled "X.X. Xxxxxx Futures Inc. Customer Segregated
Account for the Benefit of [NAME OF CUSTOMER SERIES LISTED ON SCHEDULE
1]", for transactions on U.S. exchanges; the other to be entitled,
"X.X. Xxxxxx Futures Inc. Customer Secured Account for the Benefit of
*[NAME OF CUSTOMER SERIES LISTED ON SCHEDULE 1]" for transactions on
Non-U.S. exchanges. The Safekeeping Accounts are the Customer's
segregated accounts within the meaning of the Commodity Exchange Act,
as amended, and regulations promulgated by the Commodity Futures
Trading Commission pursuant thereto, and all cash, securities and other
property deposited therein will be held by Bank as such. Bank
represents that it is not a fiduciary or an affiliate of Customer.
3. Customer shall deposit in the Safekeeping Account U.S. cash or U.S.
Government securities, or any combination thereof (herein called
"Collateral") in the amount of initial margin required by Broker with
respect to any Contract for the Futures Account for which the
Safekeeping Account is maintained ("Initial Margin"). Such Collateral
shall be maintained in the Safekeeping Account until termination or
satisfaction of the Contract. Customer may deposit, or maintain on
deposit, Collateral in a Safekeeping Account in excess of such
requirements ("Excess Margin"). In determining whether Collateral is
sufficient to satisfy Initial Margin requirements of any Exchange, U.
S. Government securities will be appropriately discounted as agreed
between Customer and Broker. Bank shall not be responsible for
determining the valuation or adequacy of any margin required under this
Agreement.
4. Collateral held in the Safekeeping Account (i) will be held by Bank for
Broker subject to the terms and conditions of the Custodian Agreement,
as modified by this Agreement, which shall be controlling with respect
to the Safekeeping Account or Safekeeping Accounts in the event of
conflicting provisions (ii) may be released, transferred or sold only
in accordance with the terms of the Custodian Agreement and (iii),
except as provided herein, shall not be made available to Broker or to
any person claiming through Broker including creditors of Broker.
Customer hereby grants to Broker a continuing security interest in the
Collateral and the proceeds thereof, subject to the terms and
conditions of this Agreement, which security interest will terminate
upon release of the Collateral by Broker as provided herein. Bank shall
have no responsibility for the creation, validity, priority, or
enforceability of such security interest. The Collateral shall at all
times remain the property of Customer subject only to the interest and
rights therein of Broker as pledgee and secured party thereof as
provided in this Agreement.
5. Bank agrees to transfer or release to Customer Collateral held in a
Safekeeping Account only upon Instructions from Broker.
6. Customer may substitute as Collateral U.S. Government securities or
U.S. cash of equal or greater value. Broker agrees to give Instructions
to release from a Safekeeping Account U.S. cash or U.S. Government
securities of an equal value, or such lesser amount as may be directed
by Customer, upon receipt of substituted Collateral.
7. Broker shall promptly give Notice to Customer of the amount of any
Excess Margin in a Safekeeping Account. Upon request of Customer,
Broker shall give Instructions to release to Customer U.S. cash or U.S.
Government securities selected by Customer, the market value of which
in the aggregate does not exceed the amount of any such Excess Margin.
8. Interest and dividends on securities held in a Safekeeping Account or
Safekeeping Accounts will be automatically credited by Bank in Federal
funds to such demand deposit account or accounts designated by Customer
on the date that such funds become due and payable. Customer hereby
agrees that no later than two business days prior to the redemption or
maturity of any Collateral ("Maturing or Redeemed Collateral"),
Customer shall substitute new Collateral in accordance with the terms
of Paragraph 6. Customer's failure to substitute Collateral for such
Maturing or Redeemed Collateral shall be deemed a failure to deposit
margin under Paragraph 3 of this Agreement.
9. Bank shall promptly transmit to Broker written confirmation of each
transfer into or out of a Safekeeping Account. In addition, Bank shall
provide Broker with a monthly statement showing transactions and all
Collateral held in the Safekeeping Account.
10. Broker shall have access to the Collateral only in accordance with the
following:
(a) If Notice by Broker to Customer is given that additional
margin is required by any Exchange due to variation in the
value of one or more outstanding Contracts purchased or sold
by Customer ("Variation Margin") prior to 11:30 a.m. New York
time, which Variation Margin shall first have been satisfied
from any amounts currently credited to the Futures Account in
connection with which the Variation Margin is required,
Customer shall transfer to Broker such Variation Margin not
later than 3:00 p.m. on the same day. If Notice is given by
Broker to Customer of the need for Variation Margin subsequent
to 11:30 a.m. but prior to 4:00 p.m. New York time, Customer
shall provide such Variation Margin to Broker not later than
10:30 a.m. New York time of the next succeeding day. Notices
given by Broker subsequent to 4:00 p.m. New York time shall be
deemed given by Broker prior to 11:30 a.m. the next succeeding
day. Notice by Broker to Customer of the receipt of Variation
Margin shall be given promptly.
(b) Upon receipt by Bank of Notice from Broker that Customer has
not timely made payment of Variation Margin in respect of the
Futures Account as required by Section 10(a) of this Agreement
or has not timely made any other payment, deposit or delivery
required under this Agreement, the customer agreement in
respect of the Futures Account or the rules and regulations of
the applicable Exchange or the Commodity Futures Trading
Commission (other than a failure to pay brokerage
commissions), (i) Bank shall be precluded from making any
payments to Customer from the Safekeeping Account or taking
any other action with respect thereto (other than making
transfers into the Safekeeping Account) until such time as
Broker issues further Instructions to Bank and (ii) unless
Broker otherwise directs Bank, upon Instructions from Broker,
Bank shall immediately transfer to Broker an amount set forth
in such Instructions as due in respect of the Futures Account
as a result of such failure to timely make a required payment,
deposit or delivery. Bank shall not be responsible for the
valuation or adequacy of any margin under this Agreement..
(c) Bank shall retain in such Safekeeping Account any Collateral
in excess of the amount of Variation Margin specified in
Instructions received from Broker including any proceeds from
the sale of securities in excess of such amount; Broker shall
give consideration to any timely request by Customer with
respect to particular securities to be sold and shall sell any
securities in the principal market for such securities or, in
the event such principal market is closed, sell them in a
manner commercially reasonable for such securities.
11. Bank's duties and responsibilities are as set forth in this Agreement.
Bank shall not be liable or responsible for anything done, or omitted
to be done by it in good faith and in the absence of negligence and may
rely and shall be protected in acting upon any notice, instruction or
other communication which it reasonably believes to be genuine and
authorized. As between Customer and Bank, the terms of the Custodian
Agreement shall apply with respect to any losses or liabilities of such
parties arising out of matters covered by this Agreement. As between
Bank and Broker, Broker shall indemnify and hold Bank harmless with
regard to any losses or liabilities of Bank (including counsel fees)
imposed on or incurred by Bank arising out of any action or omission of
Bank in accordance with any notice or instruction of Broker under this
Agreement, provided that Broker shall not be required to indemnify Bank
if such action or omission of Bank was as a result of the negligent or
intentional misconduct of the Bank. In matters concerning or relating
to this Agreement, Bank shall not be responsible for compliance with
any statute or regulation regarding the establishment or maintenance of
margin credit, including but not limited to Regulations T or X of the
Board of Governors of the Federal Reserve System, or with any rules or
regulations of the OCC. Bank shall not be liable to any party for any
acts or omissions of the other parties to this Agreement. Bank shall
have no duty to require any cash or securities to be delivered to it or
to determine that the amount and form of assets deposited in the
Safekeeping Account comply with any applicable requirements. Bank may
hold the securities in the Safekeeping Account in bearer, nominee, book
entry, or other form and in any depository or clearing corporation,
with or without indicating that the securities are held hereunder;
provided, however, that all securities held in the Safekeeping Account
shall be identified on Bank's records as subject to this Agreement and
shall be a form that permits transfer without additional authorization
or consent of the Customer.
12. Neither Broker nor any person claiming through Broker shall have access
to Collateral in any Safekeeping Account other than the Safekeeping
Account which relates to the Futures Account in which the Variation
Margin is required and only in accordance with the provisions of this
Agreement.
13. No amendment of this Agreement shall be effective unless in writing and
signed by each of the Parties.
14. Written communications hereunder shall be, except as otherwise required
hereunder, hand-delivered or mailed first class postage prepaid (except
that written notice of termination shall be sent by certified mail)
addressed:
(a) If to Bank, to: STATE STREET BANK AND TRUST COMPANY
000 Xxxxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attn: Vice President, Mutual Funds
Custody
And Attn: Managing Counsel
Tel.: 000-000-0000
Fax: 000-000-0000
(b) If to Customer, to: AMERICAN CENTURY INVESTMENT TRUST
c/o American Century Services LLC
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attn: C. Xxxx Xxxx
Vice President, Portfolio Accounting
Tel.: 000-000-0000
Fax: 000-000-0000
With a copy to:
XXXXX STREET ADVISORS LLC
c/o Northwestern Mutual Life
Insurance Co
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
(c) If to Broker, to: X.X. XXXXXX FUTURES INC.
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxx
Manager - Operations
Tel.: 000-000-0000
Fax: 000-000-0000
15. Except as specifically provided herein, this Agreement does not in any
way affect any other agreements entered into among the Parties hereto.
16. Any of the Parties may terminate this Agreement upon 30 days' prior
written notice to both of the other Parties hereto; PROVIDED, HOWEVER,
that Collateral which has not been released by Broker at or prior to
the time of termination shall be transferred to a substitute custodian
designated by Customer and acceptable to Broker. If either Customer or
Bank terminates the Custodian Agreement, this Agreement and the
Safekeeping Account shall also terminate no later than the effective
date of termination of the Custodian Agreement, provided that Broker
receives 30 days prior notice of such termination from Customer or
Bank.
17. Any and all expenses of establishing, maintaining or terminating the
Safekeeping Account, including, without limitation, any and all
expenses incurred by Bank in connection with the Safekeeping Account,
shall be borne by Customer.
18. Each Party hereby consents to the tape recording (with notice provided
of such recording) of all oral Notices and Instructions given by any
party to this Agreement to any other Party to this Agreement.
19. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of New
York.
20. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed and delivered this Agreement as of the date written above.
AMERICAN CENTURY INVESTMENT TRUST
on behalf of each Series listed on Schedule 1
By: /s/ Xxxxx X. Xxxxxxxxxx
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Title: Vice President
X.X. XXXXXX FUTURES INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
X.X. Xxxxxx Futures Inc.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Vice President
SCHEDULE 1
TO
THIRD-PARTY CUSTODIAL AGREEMENT BETWEEN X.X. XXXXXX FUTURES INC.,
AMERICAN CENTURY INVESTMENT TRUST AND STATE STREET BANK AND TRUST COMPANY
MARCH 31, 2006
SERIES FUND/PORTFOLIO ADVISER
--------------------- -------
American Century - Xxxxx Street Select Bond Fund Xxxxx Street Advisors, LLC
American Century - Xxxxx Street High Yield Bond Fund Xxxxx Street Advisors, LLC
APPENDIX A
TO
THIRD-PARTY CUSTODIAL AGREEMENT AMONG AMERICAN CENTURY INVESTMENT TRUST, X.X. XXXXXX FUTURES INC.,
AND STATE STREET BANK AND TRUST COMPANY
AUTHORIZED PERSONS FOR X.X. XXXXXX FUTURES INC.
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Bank is directed to accept and act upon written Advice from Broker received
from any one of the following persons at X.X. Xxxxxx Futures Inc.
NAME TELEPHONE/FAX NUMBER SIGNATURE
---- -------------------- ---------
1. XXXXXX XXXXX 1. 000-000-0000/2524 1. /s/ Xxxxxx Xxxxx
-----------------------
2. XXXX XXXXXXX 2. 000-000-0000/2524 2. /s/ Xxxx Xxxxxxx
-----------------------
3. XXXXX XXXXXXXX 3. 000-000-0000/2524 3. /s/ Xxxxx Xxxxxxxx
-----------------------
AUTHORIZED BY: /s/ Xxxxxx X. Xxxxxxx, AS AUTHORIZED AGENT OF BROKER
---------------------
NAME: Xxxxxx X. Xxxxxxx
TITLE: Vice President
DATE: X.X. Xxxxxx Futures Inc.
APPENDIX B
TO
THIRD PARTY CUSTODIAL AGREEMENT AMONG AMERICAN CENTURY INVESTMENT TRUST, X.X. XXXXXX FUTURES INC.,
AND STATE STREET BANK AND TRUST COMPANY
AUTHORIZED PERSONS FOR AMERICAN CENTURY INVESTMENT TRUST /XXXXX STREET ADVISORS, LLC
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Bank and Broker are directed to accept and act upon written Instructions
from Customer received from any one of the following persons at XXXXX STREET
ADVISORS, LLC acting as authorized by AMERICAN CENTURY INVESTMENT TRUST.
NAME TELEPHONE/FAX NUMBER SIGNATURE
---- -------------------- ---------
1. Xxxx Xxxxxxxxx 414.665.6339/414.625.6339 1. /s/ Xxxx Xxxxxxxxx
----------------------------
2. Xxxxx Xxxxxxxx 414.665.6984/000.000.0000 2. /s/ Xxxxx Xxxxxxxx
----------------------------
3. Xxxxxxxx Xxxxxx-Xxxxxxx 414.665.1602/414.625.1602 3. /s/ Xxxxxxxx Xxxxxx-Xxxxxxx
----------------------------
Authorized by American Century Investment Trust for American
Century - Xxxxx Street Select Bond Fund and American Century
- Xxxxx Street High Yield Bond Fund
/s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------------------
NAME: Xxxxx X. Xxxxxxxxxx
TITLE: Vice President
