CUSTODY AGREEMENT
This AGREEMENT, dated as of 2002, by and between U.S. BANK, N.A. (the
"Custodian"), and the Cadre Institutional Investors Trust (the "Trust"), a
business trust organized under the laws of the State of Delaware, on behalf of
itself and each of the series of the Trust listed on Exhibit C (as such Exhibit
may be amended from time to time) (each such series, a "Fund" and collectively,
the "Funds").
W I T N E S S E T H:
WHEREAS, the Trust desires that the Fund's Securities and cash be
held and administered by the Custodian pursuant to this Agreement;
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
DEFINITIONS
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 A 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.
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1.2 "Board of Trustees " shall mean the Trustees from time to time
serving under the Trust's Declaration of Trust, 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 Trust
computes the net asset value of Shares of each Fund.
1.5 "NASD" shall mean The National Association of Securities Dealers,
Inc.
1.6 "Officer" shall mean the Chairman, President, any Vice President,
any Assistant 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 prior to the end of the next Business Day. 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.
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1.8 "Proper Instructions" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.
1.9 "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 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.
1.10 "Securities Depository" shall mean 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 Exchange Act of 1934 as amended (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 "Shares" shall mean, with respect to a Fund, the units of
beneficial interest issued by the Trust on account of the Fund.
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1.12 "Sub-Custodian" shall mean and include any branch of a "U.S.
Bank," as that term is defined in Rule 17f-5 under the 1940 Act, having a
contract with the Custodian which the Custodian has determined will provide
reasonable care of assets of the Trust and each of the Funds based on the
standards specified in Section 3.3 below and as designated on Exhibit [ ]. Such
contract shall include provisions that provide: (i) for indemnification or
insurance arrangements (or any combination of the foregoing) such that the Trust
and each of the Funds will be adequately protected against the risk of loss of
assets held in accordance with such contract; (ii) that the Trust's and each
Fund's assets will not be subject to any right, charge, security interest, lien
or claim of any kind in favor of the Sub-Custodian or its creditors except a
claim of payment for their safe custody or administration, in the case of cash
deposits, liens or rights in favor of creditors of the Sub-Custodian arising
under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership
for the Trust's and the Funds' assets will be freely transferable without the
payment of money or value other than for safe custody or administration; (iv)
that adequate records will be maintained identifying the assets as belonging to
the Funds or as being held by a third party for the benefit of the Funds; (v)
that the Trust's independent public accountants will be given access to those
records or confirmation of the contents of those records; and (vi) that the
Trust will receive periodic reports with respect to the safekeeping of the
Funds' assets, including, but not limited to, notification of any transfer to or
from a Fund's account or a third party account containing assets held for the
benefit of a Fund. Such contract may contain, in lieu of any or all of the
provisions specified above, such other provisions that the Custodian determines
will provide, in their entirety, the same or a greater level of care and
protection for the Funds' assets as the specified provisions, in their entirety.
1.13 "Trust Custody Account" shall mean any of the accounts in the
name of the Trust, which is provided for in Section 3.2 below.
1.14 "Written Instructions" shall mean (i) written communications
actually received by the Custodian and signed by an Authorized Person, or (ii)
communications by telex or any other such system from one or more persons
reasonably believed by the Custodian to be Authorized Persons, or (iii)
communications between electro-mechanical or electronic devices provided that
the use of such devices and the procedures for the use thereof shall have been
approved by resolutions of the Board of Trustees, a copy of which, certified by
an Officer, shall have been delivered to the Custodian.
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ARTICLE II
APPOINTMENT OF CUSTODIAN
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 each of the Funds at any time during the period of this Agreement.
2.2 Acceptance. The Custodian hereby accepts appointment as custodian
and agrees to perform the duties thereof as hereinafter set forth.
2.3 Documents to be Furnished. The following documents, including any
amendments thereto, will be provided contemporaneously with the execution of
this Agreement to the Custodian by the Trust:
a. A copy of the Declaration of Trust certified by the Secretary;
b. A copy of the By-Laws of the Trust certified by the Secretary;
c. A copy of the resolution of the Board of Trustees of the Trust
appointing the Custodian, certified by the Secretary;
d. A copy of the then current Prospectus of each of the Funds; and
e. A certification of the President and Secretary of the Trust
setting forth the names and signatures of the current Officers of the
Trust and other Authorized Persons.
2.4 Notice of Appointment of Dividend and Transfer Agent. The Trust
agrees to notify the Custodian in writing of the appointment, termination or
change in appointment of any Dividend and Transfer Agent of the Trust.
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ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 Segregation. All Securities and non-cash property held by the
Custodian for the accounts of each of the Funds (other than 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 (including the Securities and non-cash property of the Funds and other
series of the Trust) and shall be identified as subject to this Agreement. The
Custodian shall have no power to assign, hypothecate, pledge or otherwise
dispose of any such Securities and property, except pursuant to the directive of
the Trust and only for the account of the Trust or any of the Funds in
accordance with this Agreement.
3.2 Fund Custody Accounts. As to each Fund, the Custodian shall open
and maintain in its trust department a custody account in the name of the Trust
coupled with the name of the 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 such Fund which are delivered to it.
3.3 Appointment of Agents. In its discretion, the Custodian may:
(a) Appoint one or more Sub-Custodians to act as Securities
Depositories or as sub-custodians to hold Securities and cash of a Fund and to
carry out such other provisions of this Agreement as it may determine, provided,
however, that the appointment of any such agents and maintenance of any
Securities and cash of a Fund shall be at the Custodian's expense and provided
that, if the Custodian utilizes the services of a Sub-Custodian, the Custodian
shall remain fully liable and responsible for any losses caused to the Trust and
any Fund by the Sub-Custodian as if the Custodian was directly responsible for
any such losses under the Terms of this Agreement.
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(b) If, after the initial approval of Sub-Custodians by the Board of
Trustees in connection with this Agreement, the Custodian wishes to appoint
other Sub-Custodians to hold property of any Fund, it will so notify the Trust
and provide it with information reasonably necessary to determine any such new
Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a
copy of the proposed agreement with such Sub-Custodian. The Trust shall at the
meeting of the Board of Trustees next following receipt of such notice and
information give a written approval or disapproval of the proposed action.
(c) The Agreement between the Custodian and each Sub-Custodian acting
hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2).
(d) At the end of each calendar quarter, the Custodian shall provide
written reports notifying the Board of Trustees of the placement of the
Securities and cash of each of the Funds with a particular Sub-Custodian and of
any material changes with respect to such arrangements. The Custodian shall
promptly take such steps as may be required to withdraw assets of any Fund from
any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under
the 1940 Act.
(e) With respect to its responsibilities under this Section 3.3, the Custodian
hereby warrants to the Trust that it agrees to exercise reasonable care,
prudence, and diligence such as a person having responsibility for the
safekeeping of property of the Funds. The Custodian further warrants that the
Funds' assets will be subject to reasonable care, based on the standards
applicable to custodians in the relevant market, if maintained with each
Sub-Custodian, after considering all factors relevant to the safekeeping of such
assets, including, without limitation: (i) the Sub-Custodian's practices,
procedures, and internal controls, for certificated securities (if applicable),
the method of keeping custodial records, and the security and data protection
practices; (ii) whether the Sub-Custodian has the requisite financial strength
to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general
reputation and standing and, in the case of a Securities Depository, the
Securities Depository's operating history and number of participants; and (iv)
whether the Fund will have jurisdiction over and be able to enforce judgments
against the Sub-Custodian.
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(f) The Custodian shall establish a system to monitor the
appropriateness of maintaining a Fund's assets with a particular Sub-Custodian
and the contract governing such Fund's arrangements with such Sub-Custodian.
3.4 Delivery of Assets to Custodian. The Trust shall deliver, or
cause to be delivered, to the Custodian all of the Funds' Securities, cash and
other assets, including (a) all payments of income, payments of principal and
capital distributions received by each of the Funds with respect to such
Securities, cash or other assets owned by each of the Funds at any time during
the period of this Agreement, and (b) all cash received by each of the Funds 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 a Fund in a Securities Depository or in a
Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of a Fund in any Securities
Depository or Book-Entry System, the Trust 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.
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(b) Securities of the Funds 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 with respect to Securities of any of
the Funds maintained in a Book-Entry System or Securities Depository shall, by
book-entry, identify such Securities as belonging to the applicable Fund.
(d) If Securities purchased by a 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 such Fund. If Securities sold by a 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 such Fund.
(e) The Custodian shall provide the Trust with copies of any report
(obtained by the Custodian from a Book-Entry System or Securities Depository in
which Securities of a Fund are kept) on the internal accounting controls and
procedures for safeguarding Securities deposited in such Book-Entry System or
Securities Depository.
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(f) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to any of the
Funds 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 the Custodian
or any Sub-Custodian appointed pursuant to Section 3.3 above or any of its or
their employees, or (ii) from failure of the 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 from any loss or damage to any of the
Funds arising from the use of such Book-Entry System or Securities Depository,
if and to the extent that the Fund incurring such loss or damage has not been
made whole for any such loss or damage.
3.6 Disbursement of Moneys from Fund Custody Account. 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 a Fund but only in accordance
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 or 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 a Fund or any nominee referred to in Section 3.9
below; and (iv) in the case of repurchase or reverse repurchase agreements
entered into between a Fund and a bank which is a member of the Federal Reserve
System or between a Fund 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 with such Securities;
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(b) In connection with the conversion, exchange or surrender, as set
forth in Section 3.7(f) below, of Securities owned by the Funds;
(c) For the payment of any dividends or capital gain distributions
declared by the Funds;
(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 Funds,
including but not limited to the following payments for the account of the
Funds: interest; taxes; administration, investment advisory, accounting,
auditing, transfer agent, custodian, trustee and legal fees; and other operating
expenses of the Funds; 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 Funds;
(g) For transfer in accordance with the provision 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 Funds;
(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 purpose, 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 Account. Upon receipt of
Proper Instructions, the Custodian shall release and deliver Securities from a
Fund's 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;
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(d) To the issuer thereof or its agent (i) for transfer into the name
of a Fund, 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
Fund requiring a pledge of assets by the Fund, but only against receipt by the
Custodian of the amounts borrowed;
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(k) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of any of the Funds or the Trust;
(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 Funds;
(m) For delivery 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 Funds; or
(n) For any other proper corporate purpose, 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 the Funds:
(a) Subject to Section 7.4 below, collect on a timely basis all
income and other payments to which the Funds are entitled either by law or
pursuant to custom in the securities business;
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(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 each of the Funds, 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 each of the Funds, 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 each of
the Funds; and
(g) In general, and except as otherwise directed in Proper
Instructions, attend to all non-discretionary details in connection with the
sale, exchange, substitution, purchase, transfer and other dealings with
Securities and assets of the Funds.
3.9 Registration and Transfer of Securities. All Securities held for
the Funds 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 if eligible therefor. All other Securities held for the Funds
may be registered in the name of the appropriate 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. 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 the appropriate Fund.
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3.10 Records. (a) The Custodian shall maintain, for the Trust,
complete and accurate records with respect to Securities, cash or other property
held for the Funds, 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 receivable; and (iii) canceled checks and bank records related
thereto. The Custodian shall keep such other books and records of the Funds as
the Trust shall reasonably request, or as may be required by the 1940 Act,
including, but not limited to, Section 31 of the 1940 Act 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.
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3.11 Fund Reports by Custodian. The Custodian shall furnish the Trust
with a daily activity statement and a summary of all transfers to or from each
Fund 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 of the Securities and moneys held by the Custodian and the
Sub-Custodians for each of the Funds 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 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
promptly deliver to the Trust such proxies, all proxy soliciting materials and
all notices relating to such Securities.
3.14 Information on Corporate Actions. The Custodian shall promptly
deliver to the Trust all information received by the Custodian and pertaining to
Securities being held by a Fund with respect to optional tender or exchange
offers, calls for redemption or purchase, or expiration of rights as described
in the Standards of Service Guide attached as Exhibit B. 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. The Trust will
provide or cause to be provided to the Custodian all relevant information for
any Security which has unique put/option provisions at least five Business Days
prior to the beginning date of the tender period.
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ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.1 Purchase of Securities. Promptly upon each purchase of Securities
for 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 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 applicable Fund Custody Account there is
insufficient cash available to such 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 of the Securities
purchased but in the absence of specified Written Instructions to so pay in
advance, the Custodian shall be liable to such 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 a Fund 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.
-17-
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 Funds 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 for the
foregoing.
4.5 Payment for Securities Sold, etc. In its sole discretion and from
time to time, the Custodian may credit a Fund 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 a Fund, and (iii) income from cash,
Securities or other assets of a Fund. Any such credit shall be conditional upon
actual receipt by the 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 a Fund to use funds so credited to its
Fund 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 applicable Fund Custody Account.
-18-
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 Fund's transactions in the Fund Custody Account. Any such
advance shall be repayable immediately upon demand made by Custodian.
ARTICLE V
REDEMPTION OF FUND SHARES
5.1 Transfer of Funds. From such funds as may be available for the
purpose in the relevant Fund 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.
5.2 No Duty Regarding Paying Banks. The Custodian shall not be under
any obligation to effect payment or distribution by any bank designated in
Proper Instructions given pursuant to Section 5.1 above of any amount paid by
the Custodian to such bank in accordance with such Proper Instructions.
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 of the
Funds, 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 Funds,
-19-
(b) for purposes of segregating cash or Securities in connection with
securities options purchased or written by the Funds or in connection with
financial futures contracts (or options thereon) purchased or sold by the Funds,
(c) which constitute collateral for loans of Securities made by the
Funds,
(d) for purposes of compliance by the Funds 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 each of the Funds. 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 use its best efforts and
shall act in good faith in carrying out its obligations under this Agreement,
and shall be without liability to the Trust or any Fund for any loss, damage,
cost, expense (including attorneys' fees and disbursements), liability or claim
unless such loss, damage, cost, expense, liability or claim arises from gross
negligence, bad faith 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 (except in the case of gross negligence, bad faith or
willful misconduct) 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 or a Fund 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 any of the
Funds 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.
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 Funds if such Securities are
in default or payment is not made after due demand or presentation.
-20-
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 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 Co-operation. The Custodian shall cooperate with and supply
necessary information to the entity or entities appointed by the Trust to keep
the books of accounts of each of the Funds and/or compute the value of the
assets of each of the Funds. 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 reports 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 by the Trust. 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, 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.
-21-
8.2 Indemnification by Custodian. The Custodian shall indemnify and
hold harmless the Trust 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 from the negligence, bad faith or willful misconduct of the Custodian or
any Sub-Custodian appointed pursuant to Section 3.3 above, or any nominee of the
Custodian or of such Sub-Custodian.
8.3 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.
8.4 Security. If the Custodian advances cash or Securities to a Fund
for any purpose, either at the Trust's request or as otherwise contemplated in
this Agreement, or in the event that the Custodian or its nominee incurs, in
connection with its performance under this Agreement, any loss, damage, cost,
expense (including attorneys' fees and disbursements), liability or claim
(except such as may arise from its or its nominee's negligence, bad faith or
willful misconduct), then, in any such event, any property at any time held for
the account of such Fund shall be security therefor, and should that Fund fail
promptly to repay or indemnify the Custodian, the Custodian shall be entitled to
utilize available cash of such Fund and to dispose of other assets of such Fund
to the extent necessary to obtain reimbursement or indemnification.
8.5
-22-
ARTICLE IX
FORCE MAJEURE; DISASTER RECOVERY SYSTEMS
9.1 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, equipment or transportation; provided, however, that the Custodian in
the event of a failure or delay (i) shall not discriminate against any Fund in
favor of any other customer of the Custodian in making computer time and
personnel available to input or process the transactions contemplated by this
Agreement and (ii) shall use its best efforts to ameliorate the effects of any
such failure or delay.
9.2 Disaster Recovery Systems. The Custodian shall maintain a disaster recovery
plan and procedures including provisions for emergency use of electronic data
processing equipment, which is reasonable in light of the services to be
provided. The Custodian shall, at no additional expense to the Funds take
reasonable steps to minimize service interruptions. The Custodian shall have no
liability with respect to the loss of data or service interruptions caused by
equipment failure, provided it maintains such plans and procedures.
ARTICLE X
EFFECTIVE PERIOD; TERMINATION
10.1 Effective Period. This Agreement shall become effective as of
its execution or when the Fund commences operations 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 a Fund
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 Funds 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 or upon the happening of a like event at the direction of
an appropriate regulatory agency or court of competent jurisdiction.
-23-
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 (a) is a "bank"
as defined in the 1940 Act and (b) has aggregate capital, surplus and undivided
profits as shown on its then most recent published report of not less than $25
million, all Securities, cash and other property held by Custodian under this
Agreement and to transfer to an account of or for the Funds at such bank or
trust company all Securities of the Funds 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.
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 Fund are set forth in Exhibit D
attached hereto.
ARTICLE XII
LIMITATION OF LIABILITY
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the property of
the Trust as provided in the Trust's Declaration of Trust, as from time to time
amended. The execution and delivery of this Agreement have been authorized by
the Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the property of the Trust as provided in the
above-mentioned Declaration of Trust.
-24-
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 recipient at the address set forth after
its name hereinbelow:
To the Trust:
Cadre Institutional Investors Trust
Ambac Financial Group, Inc.
Xxx Xxxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxx, Esq.
With a copy to:
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx, Esq.
To Custodian:
U.S. Bank, N.A. 000 Xxxxx Xxxxxx Xxxxxx XX-XX-X00X
X.X. Xxx 00000 Xx. Xxxx, Xxxxxxxxx 00000-0000 Attention:
Institutional Trust & Custody 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
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal, and magnetic tape.
-25-
ARTICLE XIV
MISCELLANEOUS
14.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Minnesota.
14.2 Proprietary and Confidential Information. (a Cadre Financial
Services, Inc. agrees on behalf of itself and its directors, officers and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and prior, present or
potential shareholders of the Trust (and clients of said shareholders), and not
to use such records and information for any purpose other than the performance
of its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where Cadre Financial Services, Inc. may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust.
(b) Further, Cadre Financial Services, Inc. will adhere to the
privacy policies adopted by the Trust pursuant to Title V of the
Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time (the "Act").
Notwithstanding the foregoing, Cadre Financial Services, Inc. will not share any
nonpublic personal information concerning any of the Trust's shareholders to any
third party unless specifically directed by the Trust or allowed under one of
the exceptions noted under the Act.
14.3 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 for the Funds and such other
printed matter as merely identifies Custodian as custodian for the Funds. 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.
-26-
14.4 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.
14.5 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.
14.6 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
14.7 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.
14.8 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.
14.9 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.
-27-
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:
By:
-------------------------------
ATTEST: -------------------------------
By:
-------------------------------
-------------------------------
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Trust to administer the Fund Custody Accounts.
Authorized Persons Specimen Signatures
President:
Secretary:
Treasurer:
Vice President:
Adviser Employees:
Transfer Agent/Fund Accountant
Employees:
-28-
EXHIBIT B
U.S. BANK INSTITUTIONAL TRUST &CUSTODY SERVICES
STANDARDS OF SERVICE GUIDE
August, 2001
U.S. Bank, N.A. is committed to providing superior quality service to
all customers and their agents at all times. We have compiled this guide as a
tool for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for U.S. Bank, N.A. to
guarantee processing. Failure to meet these deadlines will result in settlement
at our client's risk. In all cases, U.S. Bank, N.A. will make every effort to
complete all processing on a timely basis.
U.S. Bank, N.A. is a direct participant of the Depository Corporation
Company, a direct member of the Federal Reserve Bank of Cleveland, and utilizes
the Bank of New York as its agent for ineligible and foreign securities.
For corporate reorganizations, U.S. Bank, N.A. utilizes SEI's Reorg
Source, Financial Information, Inc., XCITEK, DTC Important Notices, Capital
Changes Daily (CCH) and the Wall Street Journal.
For bond calls and mandatory puts, U.S. Bank, N.A. utilizes SEI's
Bond Source, Xxxxx Information Systems, Standard & Poor's Corporation, XCITEK,
and DTC Important Notices. U.S. Bank, N.A. will not notify clients of optional
put opportunities.
Any securities delivered free to U.S. Bank, N.A., or its agents must
be received three (3) business days prior to any payment or settlement in order
for the U.S. Bank, N.A. standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
THE INFORMATION CONTAINED IN THIS STANDARDS OF SERVICE
GUIDE IS SUBJECT TO CHANGE. SHOULD ANY CHANGES BE MADE U.S.
BANK, N.A. WILL PROVIDE YOU WITH AN UPDATED COPY OF ITS
STANDARDS OF SERVICE GUIDE.
-29-
U.S. BANK, N.A. SECURITY SETTLEMENT STANDARDS
TRANSACTION TYPE INSTRUCTIONS DEADLINES* DELIVERY INSTRUCTIONS
DTC 1:30 P.M. on Settlement Date DTC Participant #0000
Xxxxx Xxxx XX 00000
Institutional #________________
For Account #____________
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cleveland
for U.S. Bank, N.A. ABA# 000000000
XXXXX/1050
For Account #_____________
Federal Reserve Book Entry 1:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
(Repurchase Agreement
Collateral Only) for U.S. Bank, N.A. ABA# 000000000
XXXXX/1040
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date Federal Reserve Bank of Cleveland
(GNMA Book Entry) For: Firstar Bank, N.A., Trust
ABA 000-000-000
XXXXX/1050
For Account Number:
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 X.X. Xxx Xxxx Xxxxxx- 0xx Xxxxx - Window A
on Settlement Date minus 1) Xxx Xxxx, XX 00000
For account of U.S. Bank, N.A. / Cust #117612
Attn: Xxxxxx Xxxxxx
CEDEL/EURO-CLEAR 11:00 A..M. on Settlement Date Cedel a/c 55021
minus 2 FFC: a/c 387000
U.S. Bank, N.A. /Global Omnibus
Euroclear a/c 97816
FFC: a/c 387000
U.S. Bank, N.A./Global Omnibus
Cash Wire Transfer 3:00 P.M. U.S. Bank, X.X. Xxxxx/Trust ABA# 000000000
Credit Account #112950027
Account of U.S Bank, N.A. Trust Services
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
-30-
U.S. BANK, N.A. PAYMENT STANDARDS
SECURITY TYPE INCOME PRINCIPAL
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds* Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA's (P&I) Payable Date + 1 Payable Date + 1
CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit* Payable Date + 1 Payable Date + 1
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
NOTE: If a payable date falls on a weekend or bank holiday, payment
will be made on the immediately following business day.
-31-
U.S. BANK CORPORATE REORGANIZATION STANDARDS
TYPE OF ACTION NOTIFICATION TO CLIENT DEADLINE FOR CLIENT TRANSACTION
INSTRUCTIONS POSTING
TO U.S. BANK, N.A.
Rights, Warrants, Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
and Optional Mergers or receipt of notice
Mandatory Puts with Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
Option to Retain or receipt of notice
Class Actions 10 business days prior to expiration date 5 business days prior to expiration Upon receipt
Voluntary Tenders, Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
Exchanges, or receipt of notice
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities received None Upon receipt
Liquidations, Bankruptcies,
Stock Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to expiration None Upon receipt
or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above
will be sold.
-32-
EXHIBIT C
THE FUNDS
The Custodian Agreement shall be applicable to the following series of the
Trust:
Cadre Liquid Asset Fund - U.S. Government Series
Cadre Liquid Asset Fund - Money Market Series
Cadre Affinity Fund - U.S. Government Series
Cadre Affinity Fund - Money Market Series
Cadre Reserve Fund - U.S. Government Series
Cadre Reserve Fund - Money Market Series
SweepCash U.S. Government Money Market Fund
SweepCash Money Market Fund
U.S. Government Money Market Portfolio
Money Market Portfolio
-33-
EXHIBIT D - CUSTODY AND CASH MANAGEMENT FEE SCHEDULE
CUSTODY SERVICES CHARGE
Annual Administration Per Account $ 7,200.000
*Basis Point Charge on Market Value 1/3 basis point
Book Entry Trade 'Transaction Charge $ 10.000
Physical Trade Transaction Charge $ 25.000
*Market Value Close of Business Each Month End
CASH MANAGEMENT SERVICES CHARGE
DDA - PAID BY THE FUND
Pre-Encoded Deposit On-Us $ 0.015
Unencoded Deposit Items On Us $ 0.040
FDIC Quarterly Charge $ 0.027
DDA Item Reject $ 0.250
Pre-Enc Reject $ 0.250
On - US Reject $ 0.250
Statement Special Handling $ 15.000
Recleared Returned Item $ 1.250
Return Items Phone Advice $ 3.500
Electronic Credit Items $ 0.350
Unenc Deposit - Local /Clrnghse $ 0.045
Deposit - Local Fed $ 0.070
Paper Credit Items $ 0.350
Unencoded Deposit - Transit $ 0.080
Deposited Items Returned $ 1.500
Special Statements $ 15.000
Stop Payments - Manual (PAID BY PARTICIPANT) $ 20.000
Account Maintenance $ 10.000
Electric Debit Items $ 0.100
Paper Debit Items $ 0.100
Pre-Enc Deposit Local/Clrnghse $ 0.020
Pre-Enc Deposit-Local Fed $ 0.040
Pre-Encoded Deposit-Transit $ 0.100
Return Items Special Instruct $ 10.000
-34-
ACCOUNT RECONCILEMENT - PAID BY PARTICIPANT
Full Maintenance W/POS Pay $ 50.000
Part Maint. Posi $ 40.000
Par Proc Pos $ 0.065
Pos Pay Only MN $ 40.000
Pos Pay Only Items $ 0.040
Set up TrPos Pay $ 100.000
Positive Pay Only Item $ 0.040
Output Diskette $ 35.000
Input Diskette $ 35.000
Set up Xxxx Out $ 100.000
Ppay/RPPay Rt 1 $ 25.000
Check Sort Fixed $ 20.000
Check Sorting $ 0.030
ARP Kaypunch $ 0.200
ARP Check Sort Per Item $ 0.020
Micro Film Items $ 0.035
ARP Partial Basic $ 0.065
ARP Full Basic $ 0.080
ARP Tape or Floppy Output $ 30.000
ARP Partial Fixed $ 30.000
ARP Safkeeping Photo $ 5.000
ARP Data Transmission $ 11.000
ARP Journal Fiche $ 10.000
ARP Full Fixed $ 50.000
Daily Paid List Fixed $ 45.000
Deposit Recon Items $ 0.060
Daily Paid Item $ 0.015
Deposit Recon Fixed $ 35.000
Range Accounts $ 5.000
WIRE TRANSFERS - PAID BY FUND
Internal Wire Debit $ 5.000
Wire In With Phone (FW) $ 12.000
Interal Wire Credit $ 3.000
Internal Wire With Phone $ 10.500
Wire In Without Notification $ 5.000
Paper Advice $ 35.000
CMT - Monthly Fixed Charge $ 65.000
Wire Xfer Customer Maintenance $ 8.000
Funds Tsf Spec Process $ 8.000
CMT Out Non-Repetitive $ 4.500
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WIRE TRANSFERS CONTINUED - PAID BY FUND
Wire Out CMT Repeat $ 3.500
Wire Mail Adv $ 3.000
INFORMATION REPORTING - PAID BY PARTICIPANT
Cashfax Plus Stops Per Account $ 12.500
Cashfax Plus BR Xxxx $ 40.000
Cashfax Plus BR Summary $ 40.000
Cashfax Plus Checks Paid $ 100.000
Cashfax Plus IR Summary $ 50.000
Cashfax Plus IR Xxxx $ 50.000
Cashfax Plus Cdsum - 1st Account $ 175.000
Cashfax Plus Cdsum - Remaining Accounts $ 7.500
Cashfax Plus Cdtran $ 75.000
Cashfax Plus History $ 20.000
Cashfax Plus Term Connect $ 0.700
Cashfax Plus ZBA Report (PAID BY FUND) $ 0.270
CD Advice $ 7.500
EDI Report $ 15.000
CF+ IR Sum/Xxxx $ 100.000
CF+ Br Sum/Xxxx $ 80.000
CF+ Extended Retention $ 50.000
Set Up Fee $ 75.000
ID Sum & Xxxx $ 50.000
ID Xxxx $ 30.000
Mo Trn St. Xxxx Acct $ 12.500
EDI Remit $ 00.000
Xxxx Xxxxx Item $ 10.000
EDI Trans Set Rptg Online $ 0.350
U.S. BANK CONNECTION - PAID BY FUND
Monthly Term Stop Acct $ 00.000
Xxxx Xxxxx Item $ 10.000
ZERO BALANCE ACCOUNTS - PAID BY FUND
ZBA Subsidiary $ 10.000
ZBA Lead $ 15.000
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CONTROLLED DISBURSEMENT - PAID BY FUND
Control Disbursement Fixed - 1st Account $ 175.000
Control Disbursement - Fixed - Remaining Accounts $ 20.000
Controlled Disbursement - Items - 1 - 9,999 $ 0.100
Controlled Disbursement - Items - 10,000 - 24,999 $ 0.090
Controlled Disbursement - Items - 25,000 - 74,999 $ 0.080
Controlled Disbursement - Items - 75,000 and greater $ 0.075
Controlled Disbursement Set Up $ 150.000
IMAGE SERVICES - PAID BY PARTICIPANT
Image Per Item Charge $ 0.030
Image CD Rom Charge $ 20.000
Monthly Maintenance Charge $ 40.000
Image Duplicate CD ROM $ 50.000
Image Web Maintenance $ 20.000
Web Per Item $ 0.010
Non Cert Maintenance $ 20.000
Non Cert Item $ 0.035
Non Cert CD-Rom $ 20.000
CASH CONCENTRATION - PAID BY PARTICIPANT
Dep Reporting Maintenance $ 15.000
Tele Input 1st $ 1.250
TT Input First $ 1.000
Term/PC Logon $ 0.300
Dep Rptg Reports $ 1.000
Inactive LOC $ 5.000
Add, Chg, Delete $ 5.000
DP Inq Without Trac $ 7.500
Data Retention $ 0.100
CCS Location Maintenance $ 1.000
CCS Input Variable Cost $ 1.250
CCS Reporting Variable Charges $ 1.100
CCS Voice Input $ 0.750
CCS Touchtone Input $ 0.750
CCS Reporting Logon $ 1.250
CCS/ATS Add Del $ 1.000
CCS Reports - Mailed $ 40.000
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LOCKBOX - PAID BY FUND
Lockbox Monthly Maint. - St. Xxxx $ 95.000
Lockbox Per Item - St. Xxxx $ 0.300
Lockbox Encoding - St. Xxxx $ 0.036
Lockbox Photocopy - St. Xxxx $ 0.120
Lockbox 2nd Photocopy - St. Xxxx $ 0.120
Lockbox Exc/Ret St. Xxxx $ 0.200
Lockbox Miscellaneous - St. Xxxx $ 0.100
Mail Out - St. Xxxx $ 0.040
Lockbox Transmission - St. Xxxx $ 200.000
Lockbox Fax Detail - St. Xxxx $ 100.000
Lockbox Data Entry - St. Xxxx $ 0.055
Lockbox HC Rpts St. Xxxx $ 125.000
EASYTAX SERVICES - PAID BY FUND
Easytax Federal Per Item $ 4.000
Easytax State Item $ 4.000
EDI - PAID BY PARTICIPANT
Tset Rptg Fax $ 1.000
EDI Services Monthly Maintenance $ 25.000
ACH SERVICE - PAID BY FUND
Two Day ACH Item $ 0.040
One Day ACH Item $ 0.050
ACH Received Item $ 0.150
ACH Returns - CF+ $ 5.000
ACH Returns $ 5.000
ACH Block $ 5.000
Process Run CCS $ 10.000
On Us Items $ 0.030
Add, Delete, Change, Reversal $ 15.000
Process Run CCS $ 10.000
ACH Transmission File or One Time Software $ 250.00
Plus ACH Per Item Fee $ 0.150
Received Government Items $ 0.150
ACH Set Up Service Bureau $ 50.000
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COIN AND CURRENCY SERVICES - PAID BY FUND
Currency/$1.000 $ 0.650
Coin Rolls $ 0.080
Cash Deposited $ 0.120
Cash Deposit - St. Xxxx $ 0.120
Non Standard Mixed Dep St. Xxxx $ 2.420
Loose Coin Dep St. Xxxx $ 10.000
Cash Dep - Adj St. Xxxx $ 3.000
Mail Receipts - St. Xxxx $ 0.350
Currency Strap Branch $ 0.650
Small Locked Bag $ 20.000
FOREIGN CURRENCY SERVICES - PAID BY PARTICIPANT
Foreign Currency Deposited $ 10.000
MISCELLANEOUS SERVICES - PAID BY PARTICIPANT
Audit confirms $ 20.000
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