EXHIBIT G-3
CUSTODY AGREEMENT
AGREEMENT dated as of April 15, 2002, between FIRST FOCUS FUNDS, INC., a
corporation organized under the laws of the State of Nebraska having its
principal office and place of business at 0000 Xxxxx Xxxxxx, Xxxxx, Xxxxxxxx
00000 (the "Fund"), and THE NORTHERN TRUST COMPANY (the "Custodian"), an
Illinois company with its principal place of business at 00 Xxxxx XxXxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Fund and the Custodian agree as follows:
1. DEFINITIONS.
Whenever used in this Agreement or in any Schedules to this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of Incorporation
of the Fund, including all amendments thereto.
(b) "Authorized Person" shall be deemed to include the Chairman of the
Board of Directors, the President, and any Vice President, the Secretary, the
Treasurer or any other person, whether or not any such person is an officer or
employee of the Fund, duly authorized by the Board of Directors to give
Instructions on behalf of the Fund and listed in the certification annexed
hereto as Schedule A or such other certification as may be received by the
Custodian from time to time pursuant to Section 18(a).
(c) "Board of Directors" shall mean the Board of Directors of the Fund.
(d) "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry
system for United States and federal agency securities, its successor or
successors and its nominee or nominees.
(e) "Delegate of the Fund" shall mean and include any entity to whom the
Board of Directors of the Fund has delegated responsibility under Rule 17f-5 of
the 1940 Act.
(f) "Depository" shall mean The Depository Trust Company, a clearing
agency registered with the Securities and Exchange Commission under Section
17(a) of the Securities Exchange Act of 1934, as amended, its successor or
successors and its nominee or nominees, the use of which is hereby specifically
authorized. The term "Depository" shall further mean and include any other
person named in an Instruction and approved by the Fund to act as a depository
in the manner required by Rule 17f-4 of the 1940 Act, its successor or
successors and its nominee or nominees.
(g) "Instruction" shall mean written (including telecopied, telexed, or
electronically transmitted in a form that can be converted to print) or oral
instructions actually received by the Custodian which the Custodian reasonably
believes were given by an Authorized Person. An Instruction shall also include
any instrument in writing actually received by the Custodian which the Custodian
reasonably believes to be genuine and to be signed by any two officers of the
Fund, whether or not such officers are Authorized Persons. Except as otherwise
provided in this Agreement, "Instructions" may
include instructions given on a standing basis. Instructions required to be in
writing may sometimes be referred to herein as "Written Instructions."
(h) "1940 Act" shall mean the Investment Company Act of 1940, and the
Rules and Regulations thereunder, all as amended from time to time.
(i) "Portfolio" refers to each of the separate and distinct investment
portfolios of the Fund which the Fund and the Custodian shall have agreed in
writing shall be subject to this Agreement, as identified in Schedule B hereto.
(j) "Prospectus" shall include each current prospectus and statement of
additional information of the Fund with respect to a Portfolio.
(k) "Rule 17f-5" shall mean Rule 17f-5 under the 1940 Act.
(l) "Rule 17f-7" shall mean Rule 17f-7 under the 1940 Act.
(m) "Shares" refers to the shares of the Fund.
(n) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodity interests and investments from time to time owned by the
Fund and held in a Portfolio.
(o) "Sub-Custodian" shall mean and include (i) any branch of the
Custodian, and (ii) any "eligible foreign custodian," as that term is defined in
Rule 17f-5 under the 1940 Act, approved by the Fund or a Delegate of the Fund in
the manner required by Rule 17f-5. For the avoidance of doubt, the term
"Sub-Custodian" shall not include any central securities depository or clearing
agency.
(p) "Eligible Securities Depository" shall have the same meaning as set
forth in Rule 17f-7(b)(1).
(q) "Transfer Agent" shall mean the person which performs as the transfer
agent, dividend disbursing agent and shareholder servicing agent for the Fund.
2. APPOINTMENT OF CUSTODIAN.
(a) The Fund hereby constitutes and appoints the Custodian as custodian of
all the Securities and moneys owned by or in the possession of a Portfolio
during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and agrees
to perform the duties thereof as hereinafter set forth.
3. APPOINTMENT AND REMOVAL OF SUB-CUSTODIANS.
(a) The Custodian may appoint one or more Sub-Custodians to act as
sub-custodian or sub-custodians of Securities and moneys at any time held in any
Portfolio, upon the terms and conditions specified in this Agreement. The
Custodian shall oversee the maintenance by any Sub-Custodian of any Securities
or moneys of any Portfolio.
(b) The Agreement between the Custodian and each Sub-Custodian described
in clause (ii) of Section 1(o) and acting hereunder shall contain any provisions
necessary to comply with Rule 17f-5 under the 1940 Act.
(c) Prior to the Custodian's use of any Sub-Custodian described in clause
(ii) of Paragraph 1(o), the Fund or a Delegate of the Fund must approve such
Sub-Custodian in the manner required by Rule 17f-5 and provide the Custodian
with satisfactory evidence of such approval.
(d) The Custodian shall promptly take such steps as may be required to
remove any Sub-Custodian that has ceased to be an "eligible foreign custodian"
or has otherwise ceased to meet the requirements under Rule 17f-5. If the
Custodian intends to remove any Sub-Custodian previously approved by the Fund or
a Delegate of the Fund pursuant to paragraph 3(c), and the Custodian proposes to
replace such Sub-Custodian with a Sub-Custodian that has not yet been approved
by the Fund or a Delegate of the Fund, it will so notify the Fund or a Delegate
of the Fund and provide it with information reasonably necessary to determine
such proposed Sub-Custodian's eligibility under Rule 17f-5, including a copy of
the proposed agreement with such Sub-Custodian. The Fund shall at the meeting of
the Board of Directors next following receipt of such notice and information, or
a Delegate of the Fund shall promptly after receipt of such notice and
information, determine whether to approve the proposed Sub-Custodian and will
promptly thereafter give written notice of the approval or disapproval of the
proposed action.
(e) The Custodian hereby represents to the Fund that in its opinion, after
due inquiry, the established procedures to be followed by each Sub-Custodian in
connection with the safekeeping of property of a Portfolio pursuant to this
Agreement afford reasonable care for the safekeeping of such property based on
the standards applicable in the relevant market.
3A. DELEGATION OF FOREIGN CUSTODY MANAGEMENT.
(a) The Fund hereby delegates to Custodian the responsibilities set forth
in subparagraph (b) below of this Section 3A, in accordance with Rule 17f-5 with
respect to foreign custody arrangements for the Fund's existing and future
investment portfolios, except that the Custodian shall not have such
responsibility with respect to central depositories and clearing agencies or
with respect to custody arrangements in the countries listed on Schedule I,
attached hereto, as that Schedule may be amended from time to time by notice to
the Fund.
(b) With respect to each arrangement with any Sub-custodian regarding the
assets of any investment portfolio of the Fund for which Custodian has
responsibility under this Section 3A (a "Foreign Custodian"), Custodian shall:
(i) determine that the Fund's assets will be subject to reasonable care,
based on the standards applicable to custodians in the relevant market, if
maintained with the Foreign Custodian, after considering all factors
relevant to the safekeeping of such assets;
(ii) determine that the written contract with such Foreign Custodian
governing the foreign custody arrangements complies with the requirements
of Rule 17f-5 and will provide reasonable care for the Fund's assets;
(iii) establish a system to monitor the appropriateness of maintaining the
Fund's assets with such Foreign Custodian and the contract governing the
Fund's foreign custody arrangements;
(iv) provide to the Fund's Board of Directors, at least annually, written
reports notifying the Board of the placement of the Fund's assets with a
particular Foreign Custodian and periodic reports of any material changes
to the Fund's foreign custodian arrangements; and
(v) withdraw the Fund's assets from any Foreign Custodian as soon as
reasonably practicable, if the foreign custody arrangement no longer meets
the requirement of Rule 17f-5.
4. USE OF SUB-CUSTODIANS AND SECURITIES DEPOSITORIES.
With respect to property of a Portfolio which is maintained by the
Custodian in the custody of a Sub-Custodian pursuant to Section 3:
(a) The Custodian will identify on its books as belonging to the
particular Portfolio any property held by such Sub-Custodian.
(b) In the event that a Sub-Custodian permits any of the Securities placed
in its care to be held in a foreign securities depository, such Sub-Custodian
will be required by its agreement with the Custodian to identify on its books
such Securities as being held for the account of the Custodian as a custodian
for its customers.
(c) Any Securities held by a Sub-Custodian will be subject only to the
instructions of the Custodian or its agents; and any Securities held in any
foreign securities depository for the account of a Sub-Custodian will be subject
only to the instructions of such Sub-Custodian.
(d) The Custodian will only deposit property of a Portfolio in an account
with a Sub-Custodian which includes exclusively the assets held by the Custodian
for its customers, and will cause such account to be designated by such
Sub-Custodian as a special custody account for the exclusive benefit of
customers of the Custodian.
(e) Before any Securities are placed in a foreign securities depository,
the Custodian shall provide the fund's Board of Directors with an analysis of
the custody risks associated with maintaining assets with the foreign securities
depository.
(f) The Custodian or its agent shall continue to monitor the custody risks
associated with maintaining the Securities with a foreign securities depository
and shall promptly notify the Fund's Board of Directors of any material changes
in said risks.
5. COMPENSATION.
(a) The Fund will compensate the Custodian for its services rendered under
this Agreement in accordance with the fees set forth in the Fee Schedule annexed
hereto as Schedule C and incorporated herein. Such Fee Schedule does not include
out-of-pocket disbursements of the Custodian for which the Custodian shall be
entitled to xxxx separately; provided that out-of-pocket disbursements may
include only the items specified in Schedule C.
(b) If the Fund requests that the Custodian act as Custodian for any
Portfolio hereafter established, at the time the Custodian commences serving as
such for said Portfolio, the compensation for such services shall be reflected
in a fee schedule for that Portfolio, dated and signed by an officer of each
party hereto, which shall be attached to or otherwise reflected in Schedule C of
this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time to time
by attaching to Schedule C, or replacing Schedule C with, a revised Fee
Schedule, dated and signed by an officer of each party hereto.
(d) The Custodian will xxxx the Fund for its services to each Portfolio
hereunder as soon as practicable after the end of each calendar quarter, and
said xxxxxxxx will be detailed in accordance with the Fee Schedule for the Fund.
The Fund will promptly pay to the Custodian the amount of such billing. The
Custodian shall have a claim of payment against the property in each Portfolio
for any compensation or expense amount owing to the Custodian in connection with
such Portfolio from time to time under this Agreement.
(e) The Custodian (not the Fund) will be responsible for the payment of
the compensation of each Sub-Custodian.
6. CUSTODY OF CASH AND SECURITIES
(a) RECEIPT AND HOLDING OF ASSETS. The Fund will deliver or cause to be
delivered to the Custodian and any Sub-Custodians all Securities and moneys of
any Portfolio at any time during the period of this Agreement and shall specify
the Portfolio to which the Securities and moneys are to be specifically
allocated. The Custodian will not be responsible for such Securities and moneys
until actually received by it or by a Sub-Custodian. The Fund may, from time to
time in its sole discretion, provide the Custodian with Instructions as to the
manner in which and in what amounts Securities, and moneys of a Portfolio are to
be held on behalf of such Portfolio in the Book-Entry System or a Depository.
Securities and moneys of a Portfolio held in the Book-Entry System or a
Depository will be held in accounts which include only assets of Custodian that
are held for its customers.
(b) ACCOUNTS AND DISBURSEMENTS. The Custodian shall establish and maintain
a separate account for each Portfolio and shall credit to the separate account
all moneys received by it or a Sub-Custodian for the account of such Portfolio
and shall disburse, or cause a Sub-Custodian to disburse, the same only:
1. In payment for Securities purchased for the Portfolio, as provided in
Section 7 hereof;
2. In payment of dividends or distributions with respect to the Shares of
such Portfolio, as provided in Section 11 hereof;
3. In payment of original issue or other taxes with respect to the Shares
of such Portfolio, as provided in Section 12(c) hereof;
4. In payment for Shares which have been redeemed by such Portfolio, as
provided in Section 12 hereof;
5. In payment of fees and in reimbursement of the expenses and liabilities
of the Custodian attributable to the Fund, as provided in Sections 5 and
16(h) hereof;
6. Pursuant to Instructions setting forth the name of the Portfolio and
the name and address of the person to whom the payment is to be made, the
amount to be paid and the purpose for which payment is to be made.
(c) FAIL FLOAT. In the event that any payment made for a Portfolio under
this Section 6 exceeds the funds available in that Portfolio's account, the
Custodian or relevant Sub-Custodian, as the case may be, may, in its discretion,
advance the Fund on behalf of that Portfolio an amount equal to such excess and
such advance shall be deemed an overdraft from the Custodian or such
Sub-Custodian to that Portfolio payable on demand, bearing interest at the rate
of interest customarily charged by the Custodian or such Sub-Custodian on
similar overdrafts.
(d) CONFIRMATION AND STATEMENTS. At least monthly, the Custodian shall
furnish the Fund with a detailed statement of the Securities and moneys held by
it and all Sub-Custodians for each Portfolio. Where securities purchased for a
Portfolio are in a fungible bulk of securities registered in the name of the
Custodian (or its nominee) or shown on the Custodian's account on the books of a
Depository, the Book-Entry System or a Sub-Custodian, the Custodian shall
maintain such records as are necessary to enable it to identify the quantity of
those securities held for such Portfolio. In the absence of the filing in
writing with the Custodian by the Fund of exceptions or objections to any such
statement within 60 days after the date that a material defect is reasonably
discoverable, the Fund shall be deemed to have approved such statement; and in
such case or upon written approval of the Fund of any such statement the
Custodian shall, to the extent permitted by law and provided the Custodian has
met the standard of care in Section 16 hereof, be released, relieved and
discharged with respect to all matters and things set forth in such statement as
though such statement had been settled by the decree of a court of competent
jurisdiction in an action in which the Fund and all persons having any equity
interest in the Fund were parties.
(e) REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION. All Securities
held for a Portfolio which are issued or issuable only in bearer form, except
such Securities as are held in the Book-Entry System, shall be held by the
Custodian or a Sub-Custodian in that form; all other Securities held for a
Portfolio may be registered in the name of that Portfolio, in the name of any
duly appointed registered nominee of the Custodian or a Sub-Custodian as the
Custodian or such Sub-Custodian may from time to time determine, or in the name
of the Book-Entry System or a Depository or their successor or successors, or
their nominee or nominees. The Fund reserves the right to instruct the Custodian
as to the method of registration and safekeeping of the Securities. The Fund
agrees to furnish to the Custodian appropriate instruments to enable the
Custodian or any Sub-Custodian to hold or deliver in proper form for transfer,
or to register in the name of its registered nominee or in the name of the
Book-Entry System or a Depository, any Securities which the Custodian of a
Sub-Custodian may hold for the account of a Portfolio and which may from time to
time be registered in the name of a Portfolio. The Custodian shall hold all such
Securities specifically allocated to a Portfolio which are not held in the
Book-Entry System or a Depository in a separate account for such Portfolio in
the name of such Portfolio physically segregated at all times from those of any
other person or persons.
(f) SEGREGATED ACCOUNTS. Upon receipt of an Instruction, the Custodian
will establish segregated accounts on behalf of a Portfolio to hold liquid or
other assets as it shall be directed by such Instruction and shall increase or
decrease the assets in such segregated accounts only as it shall be directed by
subsequent Instruction.
(g) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES. Except as
otherwise provided in an Instruction, the Custodian, by itself or through the
use of the Book-Entry System or a Depository with respect to Securities therein
maintained, shall, or shall instruct the relevant Sub-Custodian to:
1. Collect all income due or payable with respect to Securities in
accordance with this Agreement;
2. Present for payment and collect the amount payable upon all Securities
which may mature or be called, redeemed or retired, or otherwise become
payable;
3. Surrender Securities in temporary form for derivative Securities;
4. Execute any necessary declarations or certificates of ownership under
the federal income tax laws or the laws or regulations of any other taxing
authority now or hereafter in effect; and
5. Hold directly, or through the Book-Entry System or a Depository with
respect to Securities therein deposited, for the account of each Portfolio
all rights and similar Securities issued with respect to any Securities
held by the Custodian or relevant Sub-Custodian for each Portfolio.
(h) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of an
Instruction, the Custodian, directly or through the use of the Book-Entry System
or a Depository, shall, or shall instruct the relevant Sub-Custodian to:
1. Execute and deliver or cause to be executed and delivered to such
persons as may be designated in such Instructions, proxies, consents,
authorizations, and any other instruments whereby the authority of the
Fund as owner of any Securities may be exercised;
2. Deliver or cause to be delivered any Securities held for a Portfolio in
exchange for other Securities or cash issued or paid in connection with
the liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
3. Deliver or cause to be delivered any Securities held for a Portfolio to
any protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger, consolidation or
recapitalization or sale of assets of any corporation, and receive and
hold under the terms of this Agreement in the separate account for each
such Portfolio certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the assets
specifically allocated to the separate account of a Portfolio and take
such other steps as shall be stated in Written Instructions to be for the
purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Fund;
5. Deliver Securities upon sale of such Securities for the account of a
Portfolio pursuant to Section 7;
6. Deliver Securities upon the receipt of payment in connection with any
repurchase agreement related to such Securities entered into on behalf of
a Portfolio;
7. Deliver Securities of a Portfolio to the issuer thereof or its agent
when such Securities are called, redeemed, retired or otherwise become
payable; provided, however, that in any such case the cash or other
consideration is to be delivered to the Custodian or Sub-Custodian, as the
case may be;
8. Deliver Securities for delivery in connection with any loans of
securities made by a Portfolio but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian and the Fund
which may be in the form of cash or obligations issued by the United
States Government, its agencies or instrumentalities;
9. Deliver Securities for delivery as security in connection with any
borrowings by a Portfolio requiring a pledge of Portfolio assets, but only
against receipt of the amounts borrowed;
10. Deliver Securities to the Transfer Agent or its designee or to the
holders of Shares in connection with distributions in kind, in
satisfaction of requests by holders of Shares for repurchase or
redemption;
11. Deliver Securities for any other proper business purpose, but only
upon receipt of, in addition to written Instructions, a copy of a
resolution or other authorization of the Fund certified by the Secretary
of the Fund, specifying the Securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such purpose to
be a proper business purpose, and naming the person or persons to whom
delivery of such Securities shall be made.
(i) ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders for the
payment of money received by the Custodian for the account of a Portfolio.
(j) EXECUTION OF REQUIRED DOCUMENTS. The Custodian is hereby authorized to
execute any and all applications or other documents required by a regulatory
agency or similar entity as a condition of making investments in the foreign
market under such entity's jurisdiction.
7. PURCHASE AND SALE OF SECURITIES.
(a) Promptly after the purchase of Securities, the Fund or its designee
shall deliver to the Custodian an Instruction specifying with respect to each
such purchase: (1) the name of the Portfolio to which such Securities are to be
specifically allocated; (2) the name of the issuer and the title of the
Securities; (3) the number of shares or the principal amount purchased and
accrued interest, if any; (4) the date of purchase and settlement; (5) the
purchase price per unit; (6) the total amount payable upon such purchase; and
(7) the name of the person from whom or the broker through whom the purchase was
made, if any. The Custodian or specified Sub-Custodian shall receive the
Securities purchased by or for a Portfolio and upon receipt thereof (or upon
receipt of advice from a Depository or the Book-Entry System that the Securities
have been transferred to the Custodian's account) shall pay to the broker or
other person specified by the Fund or its designee out of the moneys held for
the account of such Portfolio the total amount payable upon such purchase,
provided that the same conforms to the total amount payable as set forth in such
Instruction.
(b) Promptly after the sale of Securities, the Fund or its designee shall
deliver to the Custodian an Instruction specifying with respect to each such
sale: (1) the name of the Portfolio to which the Securities sold were
specifically allocated; (2) the name of the issuer and the title of the
Securities; (3) the number of shares or principal amount sold, and accrued
interest, if any; (4) the date of sale; (5) the sale price per unit; (6) the
total amount payable to the Portfolio upon such sale; and (7) the name of the
broker through whom or the person to whom the sale was made. The Custodian or
relevant Sub-Custodian shall deliver or cause to be delivered the Securities to
the broker or other person designated by the Fund upon receipt of the total
amount payable to such Portfolio upon such sale, provided that the same conforms
to the total amount payable to such Portfolio as set forth in such Instruction.
Subject to
the foregoing, the Custodian or relevant Sub-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.
(c) Notwithstanding (a) and (b) above, cash in any of the Portfolios may
be invested by the Custodian for short term purposes pursuant to standing
Instructions from the Fund.
8. LENDING OF SECURITIES.
If the Fund and the Custodian enter into a separate written agreement
authorizing the Custodian to lend Securities, the Custodian may lend Securities
pursuant to such agreement. Such agreement must be approved by the Fund in the
manner required by any applicable law, regulation or administrative
pronouncement, and may provide for the payment of additional reasonable
compensation to the Custodian.
9. INVESTMENT IN FUTURES AND OPTIONS.
The Custodian shall pursuant to Instructions (which may be standing
instructions) (i) transfer initial margin to a safekeeping bank or, with respect
to options, broker; (ii) pay or demand variation margin to or from a designated
futures commission merchant or other broker based on daily marking to market
calculations and in accordance with accepted industry practices; and (iii)
subject to the Custodian's consent, enter into separate procedural, safekeeping
or other agreements with safekeeping banks, futures commission merchants and
other brokers pursuant to which such banks and, in the case of options, brokers,
will act as custodian for initial margin deposits in transactions involving
futures contracts and options. The Custodian shall have no custodial or
investment responsibility for any assets transferred to a safekeeping bank,
futures commission merchant or broker pursuant to this paragraph.
10. PROVISIONAL CREDITS AND DEBITS.
(a) The Custodian is authorized, but shall not be obligated, to credit the
account of a Portfolio provisionally on payable date with interest, dividends,
distributions, redemptions or other amounts due. Otherwise, such amounts will be
credited to the Portfolio on the date such amounts are actually received and
reconciled to the Portfolio. In cases where the Custodian has credited a
Portfolio with such amounts prior to actual collection and reconciliation, the
Fund acknowledges that the Custodian shall be entitled to recover any such
credit on demand from the Fund and further agrees that the Custodian may reverse
such credit if and to the extent that Custodian does not receive such amounts in
the ordinary course of business.
(b) If the Portfolio is maintained as a global custody account it shall
participate in the Custodian's contractual settlement date processing service
("CSDP") unless the Custodian directs the Fund, or the Fund informs the
Custodian, otherwise.
Pursuant to CSDP the Custodian shall be authorized, but not obligated, to
automatically credit or debit the Portfolio provisionally on contractual date
with cash or securities in connection with any sale, exchange or purchase of
securities. Otherwise, such cash or securities shall be credited to the
Portfolio on the day such cash or securities are actually received by the
Custodian and reconciled to the Portfolio. In cases where the Custodian credits
or debits the Portfolio with cash or securities prior to actual receipt and
reconciliation, the Custodian may reverse such credit or debit as of contractual
settlement date if and to the extent that any securities delivered by the
Custodian are returned by the recipient, or if the related transaction fails to
settle (or fails, due to market change or other reasons, to settle on terms
which provide
the Custodian full reimbursement of any provisional credit the Custodian has
granted) within a period of time judged reasonable by the Custodian under the
circumstances. The Fund agrees that it will not make any claim or pursue any
legal action against the Custodian for loss or other detriment allegedly arising
or resulting from the Custodian's good faith determination to effect, not effect
or reverse any provisional credit or debit to the Portfolio.
The Fund acknowledges and agrees that funds debited from the Portfolio on
contractual settlement date including, without limitation, funds provided for
the purchase of any securities under circumstances where settlement is delayed
or otherwise does not take place in a timely manner for any reason, shall be
held pending actual settlement of the related purchase transaction in a
non-interest bearing deposit at the Custodian's London Branch; that such funds
shall be available for use in the Custodian's general operations; and that the
Custodian's maintenance and use of such funds in such circumstances are, without
limitation, in consideration of the Custodian's providing CSDP.
(c) The Fund recognizes that any decision to effect a provisional credit
or an advancement of the Custodian's own funds under this agreement will be an
accommodation granted entirely at the Custodian's option and in light of the
particular circumstances, which circumstances may involve conditions in
different countries, markets and classes of assets at different times. The Fund
shall make the Custodian whole for any loss which it may incur from granting
such accommodations and acknowledges that the Custodian shall be entitled to
recover any relevant amounts from the Fund on demand. All amounts thus due to
the Custodian shall be paid by the Fund from the account of the relevant
Portfolio unless otherwise paid on a timely basis and in that connection the
Fund acknowledges that the Custodian has a continuing lien on all assets of such
Portfolio to secure such payments and agrees that the Custodian may apply or set
off against such amounts any amounts credited by or due from the Custodian to
the Fund. If funds in the Portfolio are insufficient to make any such payment
the Fund shall promptly deliver to the Custodian the amount of such deficiency
in immediately available funds when and as specified by the Custodian's written
or oral notification to the Fund.
(d) In connection with the Custodian's global custody service the Fund
will maintain deposits at the Custodian's London Branch. The Fund acknowledges
and agrees that such deposits are payable only in the currency in which an
applicable deposit is denominated; that such deposits are payable only on the
Fund's demand at the Custodian's London Branch; that such deposits are not
payable at any of the Custodian's offices in the United States; and that the
Custodian will not in any manner directly or indirectly promise or guarantee any
such payment in the United States.
The Fund further acknowledges and agrees that such deposits are subject to
cross-border risk, and therefore the Custodian will have no obligation to make
payment of deposits if and to the extent that the Custodian is prevented from
doing so by reason of applicable law or regulation or any Sovereign Risk event
affecting the London Branch or the currency in which the applicable deposit is
denominated. "Sovereign Risk" for this purpose means nationalization,
expropriation, devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto or de
jure; or enactment, promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the property rights of persons who are not
residents of the affected jurisdiction; or acts of war, terrorism, insurrection
or revolution; or any other act or event beyond the Custodian's control.
THE FUND ACKNOWLEDGES AND AGREES THAT DEPOSIT ACCOUNTS MAINTAINED AT
FOREIGN BRANCHES OF UNITED STATES BANKS (INCLUDING, IF
APPLICABLE, ACCOUNTS IN WHICH CUSTOMER FUNDS FOR THE PURCHASE OF SECURITIES ARE
HELD ON AND AFTER CONTRACTUAL SETTLEMENT DATE), ARE NOT INSURED BY THE U.S.
FEDERAL DEPOSIT INSURANCE CORPORATION; MAY NOT BE GUARANTEED BY ANY LOCAL OR
FOREIGN GOVERNMENTAL AUTHORITY; ARE UNSECURED; AND IN A LIQUIDATION MAY BE
SUBORDINATED IN PRIORITY OF PAYMENT TO DOMESTIC (U.S.- DOMICILED) DEPOSITS.
THEREFORE, BENEFICIAL OWNERS OF SUCH FOREIGN BRANCH DEPOSITS MAY BE UNSECURED
CREDITORS OF THE NORTHERN TRUST COMPANY.
Deposit account balances that are owned by United States residents are
expected to be maintained in an aggregate amount of at least $100,000 or the
equivalent in other currencies.
11. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
(a) In the event that the Board of Directors of the Fund (or a committee
thereof) authorizes the declaration of dividends or distributions with respect
to a Portfolio, an Authorized Person shall provide the Custodian with
Instructions specifying the record date, the date of payment of such
distribution and the total amount payable to the Transfer Agent or its designee
on such payment date.
(b) Upon the payment date specified in such Instructions, the Custodian
shall pay the total amount payable to the Transfer Agent or its designee out of
the moneys specifically allocated to and held for the account of the appropriate
Portfolio.
12. SALE AND REDEMPTION OF SHARES.
(a) Whenever the Fund shall sell any Shares, the Fund shall deliver or
cause to be delivered to the Custodian an Instruction specifying the name of the
Portfolio whose Shares were sold and the amount to be received by the Custodian
for the sale of such Shares.
(b) Upon receipt of such amount from the Transfer Agent or its designee,
the Custodian shall credit such money to the separate account of the Portfolio
specified in the Instruction described in paragraph (a) above.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 12, the Custodian shall pay all original issue or
other taxes required to be paid in connection with such issuance upon the
receipt of an Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares are redeemed, the
Fund shall deliver or cause to be delivered to the Custodian an Instruction
specifying the name of the Portfolio whose Shares were redeemed and the total
amount to be paid for the Shares redeemed.
(e) Upon receipt of an Instruction described in paragraph (d) above, the
Custodian shall pay to the Transfer Agent (or such other person as the Transfer
Agent directs) the total amount specified in such Instruction. Such payment
shall be made from the separate account of the Portfolio specified in such
Instruction.
13. INDEBTEDNESS.
(a) The Fund or its designee will cause to be delivered to the Custodian
by any bank (excluding the Custodian) from which the Fund borrows money, using
Securities as collateral, a notice or
undertaking in the form currently employed by any such bank setting forth the
amount which such bank will loan to the Fund against delivery of a stated amount
of collateral. The Fund shall promptly deliver to the Custodian an Instruction
stating with respect to each such borrowing: (1) the name of the Portfolio for
which the borrowing is to be made; (2) the name of the bank; (3) the amount and
terms of the borrowing, which may be set forth by incorporating by reference an
attached promissory note, duly endorsed by the Fund, or other loan agreement;
(4) the time and date, if known, on which the loan is to be entered into (the
"borrowing date"); (5) the date on which the loan becomes due and payable; (6)
the total amount payable to the Fund for the separate account of the Portfolio
on the borrowing date; (7) the market value of Securities to be delivered as
collateral for such loan, including the name of the issuer, the title and the
number of shares or the principal amount of any particular Securities; (8)
whether the Custodian is to deliver such collateral through the Book-Entry
System or a Depository; and (9) a statement that such loan is in conformance
with the 1940 Act and the Prospectus.
(b) Upon receipt of the Instruction referred to in paragraph (a) above,
the Custodian shall deliver on the borrowing date the specified collateral and
the executed promissory note, if any, against delivery by the lending bank of
the total amount of the loan payable, provided that the same conforms to the
total amount payable as set forth in the Instruction. The Custodian may, at the
option of the lending bank, keep such collateral in its possession, but such
collateral shall be subject to all rights therein given the lending bank by
virtue of any promissory note or loan agreement. The Custodian shall deliver as
additional collateral in the manner directed by the Fund from time to time such
Securities specifically allocated to such Portfolio as may be specified in the
Instruction to collateralize further any transaction described in this Section
13. The Fund shall cause all Securities released from collateral status to be
returned directly to the Custodian, and the Custodian shall receive from time to
time such return of collateral as may be tendered to it. In the event that the
Fund fails to specify in such Instruction all of the information required by
this Section 13, the Custodian shall not be under any obligation to deliver any
Securities. Collateral returned to the Custodian shall be held hereunder as it
was prior to being used as collateral.
14. CORPORATE ACTION.
Whenever the Custodian or any Sub-Custodian receives information
concerning Securities held for a Portfolio which requires discretionary action
by the beneficial owner of the Securities (other than a proxy), such as
subscription rights, bond issues, stock repurchase plans and rights offerings,
or legal notices or other material intended to be transmitted to Securities
holders ("Corporate Actions"), the Custodian will give the Fund or its designee
notice of such Corporate Actions to the extent that the Custodian's central
corporate actions department has actual knowledge of a Corporate Action in time
to notify the Fund.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action which bears an
expiration date is received, the Custodian will endeavor to obtain an
Instruction relating to such Corporate Action from an Authorized Person, but if
such Instruction is not received in time for the Custodian to take timely
action, or actual notice of such Corporate Action was received too late to seek
such an Instruction, the Custodian is authorized to sell, or cause a
Sub-Custodian to sell, such rights entitlement or fractional interest and to
credit the applicable account with the proceeds and to take any other action it
deems, in good faith, to be appropriate, in which case, provided it has met the
standard of care in Section 16 hereof, it shall be held harmless by the
particular Portfolio involved for any such action.
The Custodian will deliver proxies to the Fund or its designated agent
pursuant to special arrangements which may have been agreed to in writing
between the parties hereto. Such proxies shall be
executed in the appropriate nominee name relating to Securities registered in
the name of such nominee but without indicating the manner in which such proxies
are to be voted; and where bearer Securities are involved, proxies will be
delivered in accordance with an applicable Instruction, if any.
15. PERSONS HAVING ACCESS TO THE PORTFOLIOS.
(a) Neither the Fund nor any officer, director, employee or agent of the
Fund, the Fund's investment adviser, or any sub-investment adviser, shall have
physical access to the assets of any Portfolio held by the Custodian or any
Sub-Custodian or be authorized or permitted to withdraw any investments of a
Portfolio, nor shall the Custodian or any Sub-Custodian deliver any assets of a
Portfolio to any such person. No officer, director, employee or agent of the
Custodian who holds any similar position with the Fund's investment adviser,
with any sub-investment adviser of the Fund or with the Fund shall have access
to the assets of any Portfolio.
(b) Nothing in this Section 15 shall prohibit any Authorized Person from
giving Instructions to the Custodian so long as such Instructions do not result
in delivery of or access to assets of a Portfolio prohibited by paragraph (a) of
this Section 15.
(c) The Custodian represents that it maintains a system that is reasonably
designed to prevent unauthorized persons from having access to the assets that
it holds (by any means) for its customers.
16. CONCERNING THE CUSTODIAN.
(a) SCOPE OF SERVICES. The Custodian shall be obligated to perform only
such services as are set forth in this Agreement or expressly contained in an
Instruction given to the Custodian which is not contrary to the provisions of
this Agreement.
(b) STANDARD OF CARE.
1. The Custodian will use reasonable care, prudence and diligence with
respect to its obligations under this Agreement and the safekeeping of
property of the Portfolios. The Custodian shall be liable to, and shall
indemnify and hold harmless the Fund from and against any loss which shall
occur as the result of the failure of the Custodian or a Sub-Custodian to
exercise reasonable care, prudence and diligence with respect to their
respective obligations under this Agreement and the safekeeping of such
property. The determination of whether the Custodian or Sub-Custodian has
exercised reasonable care, prudence and diligence in connection with their
obligations under this Agreement shall be made in light of prevailing
standards applicable to professional custodians in the jurisdiction in
which such custodial services are performed. In the event of any loss to
the Fund by reason of the failure of the Custodian or a Sub-Custodian to
exercise reasonable care, prudence and diligence, the Custodian shall be
liable to the Fund only to the extent of the Fund's direct damages and
expenses, which damages, for purposes of property only, shall be
determined based on the market value of the property which is the subject
of the loss at the date of discovery of such loss and without reference to
any special condition or circumstances.
2. The Custodian will not be responsible for any act, omission, or default
of, or for the solvency of, any central securities depository or clearing
agency.
3. The Custodian will not be responsible for any act, omission, or default
of, or for the solvency of, any broker or agent (not referred to in
paragraph (b)(2) above) which it or a Sub-
Custodian appoints and uses unless such appointment and use is made or
done negligently or in bad faith. In the event such an appointment and use
is made or done negligently or in bad faith, the Custodian shall be liable
to the Fund only for direct damages and expenses (determined in the manner
described in paragraph (b)(1) above) resulting from such appointment and
use and, in the case of any loss due to an act, omission or default of
such agent or broker, only to the extent that such loss occurs as a result
of the failure of the agent or broker to exercise reasonable care
("reasonable care" for this purpose to be determined in light of the
prevailing standards applicable to agents or brokers, as appropriate, in
the jurisdiction where the services are performed).
4. The Custodian shall be entitled to rely, and may act, upon the advice
of counsel (who may be counsel for the Fund) on all matters and shall be
without liability for any action reasonably taken or omitted in good faith
and without negligence pursuant to such advice.
5. The Custodian shall be entitled to rely upon any Instruction it
receives pursuant to the applicable Sections of this Agreement that it
reasonably believes to be genuine and to be from an Authorized Person. In
the event that the Custodian receives oral Instructions, the Fund or its
designee shall cause to be delivered to the Custodian, by the close of
business on the same day that such oral Instructions were given to the
Custodian, written Instructions confirming such oral Instructions, whether
by hand delivery, telex or otherwise. The Fund agrees that the fact that
no such confirming written Instructions are received by the Custodian
shall in no way affect the validity of the transactions or enforceability
of the transactions hereby authorized by the Fund. The Fund agrees that
the Custodian shall incur no liability to the Fund in connection with (i)
acting upon oral Instructions given to the Custodian hereunder, provided
such instructions reasonably appear to have been received from an
Authorized Person or (ii) deciding not to act solely upon oral
Instructions, provided that the Custodian first contacts the giver of such
oral Instructions and requests written confirmation immediately following
any such decision not to act.
6. The Custodian shall supply the Fund or its designee with such daily
information regarding the cash and Securities positions and activity of
each Portfolio as the Custodian and the Fund or its designee shall from
time to time agree. It is understood that such information will not be
audited by the Custodian and the Custodian represents that such
information will be the best information then available to the Custodian.
The Custodian shall have no responsibility whatsoever for the pricing of
Securities, accruing for income, valuing the effect of Corporate Actions,
or for the failure of the Fund or its designee to reconcile differences
between the information supplied by the Custodian and information obtained
by the Fund or its designee from other sources, including but not limited
to pricing vendors and the Fund's investment adviser. Subject to the
foregoing, to the extent that any miscalculation by the Fund or its
designee of a Portfolio's net asset value is attributable to the willful
misfeasance, bad faith or negligence of the Custodian (including any
Sub-Custodian ) in supplying or omitting to supply the Fund or its
designee with information as aforesaid, the Custodian shall be liable to
the Fund for any resulting loss (subject to such de minimis rule of change
in value as the Board of Directors may from time to time adopt).
(c) LIMIT OF DUTIES. Without limiting the generality of the foregoing, the
Custodian shall be under no duty or obligation to inquire into, and shall not be
liable for:
1. The validity of the issue of any Securities purchased by any Portfolio,
the legality of the purchase thereof, or the propriety of the amount
specified by the Fund or its designee for payment therefor;
2. The legality of the sale of any Securities by any Portfolio or the
propriety of the amount of consideration for which the same are sold;
3. The legality of the issue or sale of any Shares, or the sufficiency of
the amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor;
5. The legality of the declaration or payment of any dividend or
distribution by the Fund; or
6. The legality of any borrowing.
(d) The Custodian need not maintain any insurance for the exclusive
benefit of the Fund, but hereby warrants that as of the date of this Agreement
it is maintaining a bankers Blanket Bond and hereby agrees to notify the Fund in
the event that such bond is canceled or otherwise lapses.
(e) Consistent with and without limiting the language contained in Section
16(a), it is specifically acknowledged that the Custodian shall have no duty or
responsibility to:
1. Question any Instruction or make any suggestions to the Fund or an
Authorized Person regarding any Instruction;
2. Supervise or make recommendations with respect to investments or the
retention of Securities;
3. Subject to Section 16(b)(3) hereof, evaluate or report to the Fund or
an Authorized Person regarding the financial condition of any broker,
agent or other party to which Securities are delivered or payments are
made pursuant to this Agreement; or
4. Review or reconcile trade confirmations received from brokers.
(f) AMOUNTS DUE FROM OR TO TRANSFER AGENT. The Custodian shall not be
under any duty or obligation to take action to effect collection of any amount
due to any Portfolio from the Transfer Agent or its designee nor to take any
action to effect payment or distribution by the Transfer Agent or its designee
of any amount paid by the Custodian to the Transfer Agent in accordance with
this Agreement.
(g) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under any
duty or obligation to ascertain whether any Securities at any time delivered to
or held by it for the Fund and specifically allocated to a Portfolio are such as
may properly be held by the Fund under the provisions of the Articles of
Incorporation and the Prospectus.
(h) INDEMNIFICATION. The Fund agrees to indemnify and hold the Custodian
harmless from all loss, cost, taxes, charges, assessments, claims, and
liabilities (including, without limitation, liabilities arising under the
Securities Act of 1933, the Securities Exchange Act of 1934 and the 1940 Act and
state or foreign securities laws) and expenses (including reasonable attorneys
fees and disbursements) arising directly or indirectly from any action taken or
omitted by the Custodian (i) at the request or on the direction of or in
reliance on the advice of the Fund or in reasonable reliance upon the Prospectus
or (ii) upon an Instruction; provided, that the foregoing indemnity shall not
apply to any loss, cost, tax, charge,
assessment, claim, liability or expense to the extent the same is attributable
to the Custodian's or any Sub-Custodian's negligence, willful misconduct, bad
faith or reckless disregard of duties and obligations under this Agreement or
any other agreement relating to the custody of Fund property.
(i) The Fund agrees to hold the Custodian harmless from any liability or
loss resulting from the imposition or assessment of any taxes or other
governmental charges on a Portfolio.
(j) Without limiting the foregoing, the Custodian shall not be liable for
any loss which results from:
1. the general risk of investing;
2. subject to Section 16(b) hereof, investing or holding property in a
particular country including, but not limited to, losses resulting from
nationalization, expropriation or other governmental actions; regulation
of the banking or securities industry; currency restrictions, devaluations
or fluctuations; and market conditions which prevent the orderly execution
of securities transactions or affect the value of property held pursuant
to this Agreement; or
3. consequential, special or punitive damages for any act or failure to
act under any provision of this Agreement, even if advised of the
possibility thereof.
(k) FORCE MAJEURE. No party shall be liable to the other for any delay in
performance, or non- performance, of any obligation hereunder to the extent that
the same is due to forces beyond its reasonable control, including but not
limited to delays, errors or interruptions caused by the other party or third
parties, any industrial, juridical, governmental, civil or military action, acts
of terrorism, insurrection or revolution, nuclear fusion, fission or radiation,
failure or fluctuation in electrical power, heat, light, air conditioning or
telecommunications equipment, or acts of God.
(1) INSPECTION OF BOOKS AND RECORDS. The Custodian shall create and
maintain all records relating to its activities and obligations under this
Agreement in such manner as will meet the obligations of the Fund under the 1940
Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, and under applicable federal and state laws. All such records shall
be the property of the Fund and shall at all times during regular business hours
of the Custodian be open for inspection by duly authorized officers, employees
and agents of the Fund and by the appropriate employees of the Securities and
Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund
with a tabulation of Securities and shall, when requested to do so by the Fund
and for such compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations.
(m) ACCOUNTING CONTROL REPORT. The Custodian shall provide the Fund with
an annual report on its own systems of internal accounting control.
17. TERM AND TERMINATION.
(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter until
terminated in accordance with Section 17(b).
(b) Either of the parties hereto may terminate this Agreement with respect
to any Portfolio by giving to the other party a notice in writing specifying the
date of such termination, which, in case the Fund is the terminating party,
shall be not less than 60 days after the date of Custodian receives such notice
or, in case the Custodian is the terminating party, shall be not less than 90
days after the date the
Fund receives such notice. In the event such notice is given by the Fund, it
shall be accompanied by a certified resolution of the Board of Directors,
electing to terminate this Agreement with respect to any Portfolio and
designating a successor custodian or custodians.
In the event such notice is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a certified resolution of
the Board of Directors, designating a successor custodian or custodians. In the
absence of such designation by the Fund, the Custodian may designate a successor
custodian, which shall be a person qualified to so act under the 0000 Xxx. If
the Fund fails to designate a successor custodian with respect to any Portfolio,
the Fund shall upon the date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all Securities (other than
Securities held in the Book-Entry System which cannot be delivered to the Fund)
and moneys of such Portfolio, be deemed to be its own custodian and the
Custodian shall thereby be relieved of all duties and responsibilities pursuant
to this Agreement, other than the duty with respect to Securities held in the
Book-Entry System which cannot be delivered to the Fund.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section17, this Agreement shall terminate to the extent specified in such
notice, and the Custodian shall upon receipt of a notice of acceptance by the
successor custodian on that date deliver directly to the successor custodian all
Securities and moneys then held by the Custodian and specifically allocated to
the Portfolio or Portfolios specified, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall then be
entitled with respect to such Portfolio or Portfolios.
18. MISCELLANEOUS.
(a) Annexed hereto as Schedule A is a certification signed by two of the
present officers of the Fund setting forth the names of the present Authorized
Persons. The Fund agrees to furnish to the Custodian a new certification in
similar form in the event that any such present Authorized Person ceases to be
such an Authorized Person or in the event that other or additional Authorized
Persons are elected or appointed. Until such new certification is received by
the Custodian, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon Instructions which Custodian reasonably
believes were given by an Authorized Person, as identified in the last delivered
certification. Unless such certification specifically limits the authority of an
Authorized Person to specific matters or requires that the approval of another
Authorized Person is required, Custodian shall be under no duty to inquire into
the right of such person, acting alone, to give any instructions whatsoever
under this Agreement.
(b) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at its
address stated on the first page hereof or at such other place as the Custodian
may from time to time designate in writing.
(c) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund, shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its offices at its address shown on
the first page hereof or at such other place as the Fund may from time to time
designate in writing.
(d) Except as expressly provided herein, Agreement may not be amended or
modified in any manner except by a written agreement executed by both parties
with the same formality as this Agreement.
(e) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Custodian, or by the Custodian without the written consent of the Fund,
and any attempted assignment without such written consent shall be null and
void.
(f) This Agreement shall be construed in accordance with the laws of the
State of Illinois.
(g) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(h) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
year first above written.
FIRST FOCUS FUNDS, INC.
By:
---------------------------------------
Xxxxx X. Xxxxx
President
The undersigned, Xxxx X. Xxxxx, does hereby certify that he is the duly
elected, qualified and acting Secretary of First Focus Funds, Inc. (the "Fund")
and further certifies that the person whose signature appears above is a duly
elected, qualified and acting officer of the Fund with full power and authority
to execute this Custody Agreement on behalf of the Fund and to take such other
actions and execute such other documents as may be necessary to effectuate this
Agreement.
-------------------------------------
Secretary
First Focus Funds, Inc.
THE NORTHERN TRUST COMPANY
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
SCHEDULE A
CERTIFICATION OF AUTHORIZED PERSONS
Pursuant to paragraphs 1(b) and 18(a) of the Agreement, the undersigned
officers of First Focus Funds, Inc. hereby certify that the person(s) whose
name(s) and signature(s) appear on Attachment 1 hereto have been duly authorized
by the Board of Directors to give Instructions on behalf of the Fund.
Certified as of the 29th day of May, 2002:
OFFICER: OFFICER:
------------------------------------ ------------------------------------
Xxxxx X. Xxxxx Xxxx X. Xxxxx
President Secretary
ATTACHMENT 1
SEI INVESTMENTS MUTUAL FUNDS SERVICES
Xxxxx Xxxxx
------------------------------------
Xxxxx Xxxx
------------------------------------
Xxxxxxxxxxx Xxxxx
------------------------------------
Xxxxx Xxxxx
------------------------------------
Xxxxx XxXxxxxxx
------------------------------------
Xxxxx Xxxxxxxx
------------------------------------
Xxxx Xxxxxxxxx
------------------------------------
Xxxxxxx Xxxxxx
------------------------------------
Xxxxxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxx X. Xxxxxx
------------------------------------
FIRST NATIONAL BANK OF OMAHA AND FNC TRUST GROUP
Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx
------------------------------------
Xxxxx Xxxx
------------------------------------
Xxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxx Xxxx
------------------------------------
Xxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
KBC ASSET MANAGEMENT INTERNATIONAL LTD.
Xxxxxxx Xxxx
------------------------------------
Xxxx Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxx
------------------------------------
SCHEDULE B
SCHEDULE OF PORTFOLIOS
SUBJECT TO CUSTODY AGREEMENT
First Focus International Equity Fund
SCHEDULE I
(COUNTRIES FOR WHICH CUSTODIAN SHALL NOT HAVE RESPONSIBILITY UNDER
SECTION 3A FOR MANAGING FOREIGN CUSTODY ARRANGEMENTS)
Russia
Lithuania
Romania
Croatia
Nigeria
Palestinian Autonomous Area
Ukraine
Vietnam
