EXHIBIT 99(g)(3)
EXECUTION COPY
CUSTODY AGREEMENT
AGREEMENT, dated as of November 21, 2005, by and between JPMORGAN TRUST I
(the "Trust"), a statutory trust formed and existing under the laws of the State
of Delaware, acting with respect to and on behalf of the HIGHBRIDGE STATISTICAL
MARKET NEUTRAL FUND, a series of the Trust (the "Portfolio"), and CUSTODIAL
TRUST COMPANY, a bank organized and existing under the laws of the State of New
Jersey (the "Custodian").
WHEREAS, the Trust desires that the securities, funds and other assets of
the Portfolio be held and administered by Custodian pursuant to this Agreement;
WHEREAS, the Portfolio is an investment portfolio represented by a series
of Shares included among the shares of beneficial interest issued by the Trust,
an open-end management investment company registered under the 1940 Act (as
hereinafter defined);
WHEREAS, Custodian represents that it is a bank having the qualifications
prescribed in the 1940 Act to act as custodian for management investment
companies registered under the 1940 Act;
WHEREAS, capitalized terms used herein but not otherwise defined herein
that are defined in the New York Uniform Commercial Code as in effect from time
to time (the "NYUCC") shall have the meanings given such terms in the NYUCC;
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and Custodian hereby agree as follows:
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ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following terms, unless the context
otherwise requires, shall mean:
1.1 "AUTHORIZED PERSON" means any person authorized by resolution of the
Board of Trustees to give Oral Instructions and Written Instructions on behalf
of the Trust and identified, by name or by office, in Exhibit B hereto or any
person designated to do so by an investment adviser of the Portfolio who is
named by the Trust in Exhibit C hereto.
1.2 "BOARD OF TRUSTEES" means the Board of Trustees of the Trust or, when
permitted under the 1940 Act, the Executive Committee thereof, if any.
1.3 "BOOK-ENTRY SYSTEM" means a book-entry system maintained by a Federal
Reserve Bank for securities of the United States government or of agencies or
instrumentalities thereof (including government-sponsored enterprises).
1.4 "BUSINESS DAY" means any day on which banks in the State of New Jersey
and New York are open for business.
1.5 "CUSTODY ACCOUNT" means the account in the name of the Portfolio, which
is provided for in Section 3.2 below.
1.6 "ELIGIBLE DOMESTIC BANK" means a bank as defined in the 1940 Act.
1.7 "MASTER REPURCHASE AGREEMENT" means the Master Repurchase Agreement of
even date herewith between the Trust acting on behalf of the Portfolio and Bear,
Xxxxxxx & Co. Inc. ("Bear Xxxxxxx") as it may from time to time be amended.
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1.8 "1940 ACT" means the Investment Company Act of 1940, as amended, and
the rules and regulations thereunder.
1.9 "ORAL INSTRUCTIONS" means instructions orally transmitted to and
accepted by Custodian which are (a) reasonably believed by Custodian to have
been given on behalf of the Trust by an Authorized Person, (b) recorded and kept
among the records of Custodian made in the ordinary course of business, and (c)
completed in accordance with Custodian's requirements from time to time as to
content of instructions and their manner and timeliness of delivery by the
TRUST.
1.10 "PROPER INSTRUCTIONS" means Oral Instructions or Written Instructions.
Proper Instructions may be continuing Written Instructions when deemed
appropriate by the Trust and Custodian.
1.11 "SECURITIES DEPOSITORY" means The Depository Trust Company and any
other clearing corporation or agency registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, which acts as a securities
depository.
1.12 "SHARES" means those shares in a series or class of beneficial
interests of the Trust that represent interests in the Portfolio.
1.13 "WRITTEN INSTRUCTIONS" means written communications received by
Custodian that are (a) reasonably believed by Custodian to have been signed or
sent on behalf of the Trust by an Authorized Person, (b) sent or transmitted by
letter, facsimile, courier or other messenger, central processing unit
connection, on-line terminal or magnetic tape, and (c) completed in accordance
with Custodian's requirements from time to time as to content of instructions
and their manner and timeliness of delivery by the Trust.
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ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 APPOINTMENT. The Trust hereby appoints Custodian as custodian of all
such securities, funds and other assets of the Portfolio as may be acceptable to
Custodian and from time to time delivered to it by the Trust or others for the
account of the Portfolio.
2.2 ACCEPTANCE. Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF SECURITIES, FUNDS AND OTHER ASSETS
3.1 SEGREGATION. All securities and non-cash property of the Portfolio in
the possession of Custodian (other than securities maintained by Custodian with
a sub-custodian appointed pursuant to this Agreement or in a Securities
Depository or Book-Entry System) shall be physically segregated from other
securities and non-cash property in the possession of Custodian. All cash,
securities and other non-cash property of the Portfolio shall be identified as
belonging to the Portfolio.
3.2 CUSTODY ACCOUNT. (a) Custodian shall open and maintain in its Trust
department a custody account in the name of the Portfolio, subject only to draft
or order of Custodian, in which Custodian shall enter and carry all securities,
funds and other assets of the Portfolio which are delivered to Custodian and
accepted by it.
(b) The Account is an account to which Financial Assets are or may be
credited, and all assets (other than cash) credited to the Account shall be
deemed to be Financial Assets under Article 8 of the NYUCC. Custodian shall
indicate by book entry that such
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Financial Assets have been credited to the Account. To the extent permitted by
applicable law or market practice, Custodian will require each sub-custodian to
identify in its own records that Financial Assets held at such sub-custodian by
Custodian on behalf of its customers belong to customers of Custodian, such that
it is readily apparent that the Financial Assets do not belong to Custodian or
the sub-custodian.
(c) If Custodian at any time fails to receive any of the documents referred
to in Section 3.10(a) below, then, until such time as it receives such document,
it shall not be obligated to receive any securities into the Custody Account and
shall be entitled to return to the Portfolio any securities that it is holding
in the Custody Account.
3.3 SECURITIES IN PHYSICAL FORM. Custodian may, but shall not be obligated
to, hold securities that may be held only in physical form.
3.4 DISCLOSURE TO ISSUERS OF SECURITIES. Custodian is NOT authorized to
disclose the Trust's and the Portfolio's names and addresses, and the securities
positions in the Custody Account, to the issuers of such securities when
requested by them to do so.
3.5 EMPLOYMENT OF DOMESTIC SUB-CUSTODIANS. At any time and from time to
time, Custodian in its discretion may appoint and employ, and may also cease to
employ, any Eligible Domestic Bank as sub-custodian to hold securities and other
assets of the Portfolio that are maintained in the United States and to carry
out such other provisions of this Agreement as it may determine, provided,
however, that the employment of any such sub-custodian has been approved by the
Trust. Custodian will use reasonable care, prudence and diligence in the
selection and continued appointment of such sub-custodians. The employment of
any such sub-custodian shall be at Custodian's expense and shall not
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relieve Custodian of any of its obligations or liabilities under this Agreement.
3.6 EMPLOYMENT OF FOREIGN SUB-CUSTODIANS. Custodian shall not be required
to hold securities and other assets that are not maintained in the United
States, and shall not be required to employ any foreign sub-custodian, whether
the overseas branch of an Eligible Domestic Bank or a banking institution, trust
company or other entity organized under the laws of a country other than the
United States.
3.7 EMPLOYMENT OF OTHER AGENTS. Custodian may employ other suitable agents,
which may include affiliates of Custodian such as Bear Xxxxxxx or Bear, Xxxxxxx
Securities Corp. ("BS Securities"), both of which are securities broker-dealers
and affiliates of Custodian, provided, however, that Custodian shall not employ
Bear Xxxxxxx to hold any securities purchased from Bear Xxxxxxx under the Master
Repurchase Agreement or any other repurchase agreement between the Trust on
behalf of the Portfolio and Bear Xxxxxxx, whether now or hereafter in effect,
and Custodian shall not employ any agent that would subject Portfolio to any
special audits or other requirements pursuant to Rule 17f-1 under the 1940 Act.
The appointment of any agent pursuant to this Section 3.7 shall not relieve
Custodian of any of its obligations or liabilities under this Agreement.
3.8 BANK ACCOUNTS. In its discretion and from time to time Custodian may
open and maintain one or more demand deposit accounts with any Eligible Domestic
Bank (any such accounts to be in the name of Custodian and subject only to its
draft or order), provided, however, that the opening and maintenance of any such
account shall be at Custodian's expense and shall not relieve Custodian of any
of its obligations or liabilities under this Agreement. Each such account shall
be subject to the terms of this agreement.
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3.9 DELIVERY OF ASSETS TO CUSTODIAN. Provided they are acceptable to
Custodian, the Trust shall deliver to Custodian the securities, funds and other
assets of the Portfolio, including (a) payments of income, payments of principal
and capital distributions received by the Portfolio with respect to securities,
funds or other assets owned by the Portfolio at any time during the term of this
Agreement, and (b) funds received by the Portfolio for the issuance, at any time
during such term, of Shares of the Portfolio. Custodian shall not be under any
duty or obligation to require the Trust to deliver to it any securities or other
assets owned by the Portfolio and shall have no responsibility or liability for
or on account of securities or other assets not so delivered.
3.10 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. Custodian and any
sub-custodian appointed pursuant to Section 3.5 above may deposit and/or
maintain securities of the Portfolio in a Securities Depository or in a
Book-Entry System, subject to the following provisions:
(a) Prior to a deposit of securities of the Portfolio in any Securities
Depository or Book-Entry System, the Trust shall deliver to Custodian a
resolution of the Board of Trustees, certified by an officer of the Trust,
authorizing and instructing Custodian (and any sub-custodian appointed pursuant
to Section 3.5 above) 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 the performance of its obligations
hereunder (or under the applicable sub-custody agreement in the case of such
sub-custodian), 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 Portfolio kept in a Book-Entry System or Securities
Depository shall be kept in a Securities Account ("Depository Account") of
Custodian (or of any sub-custodian appointed pursuant to Section 3.5 above) in
such Book-Entry System or Securities Depository which includes only assets held
by Custodian (or such sub-custodian) as a fiduciary, custodian or otherwise for
customers.
(c) The records of Custodian with respect to securities of the Portfolio
that are maintained in a Book-Entry System or Securities Depository shall at all
times identify such securities as belonging to the Portfolio.
(d) If securities purchased by the Portfolio are to be held in a Book-Entry
System or Securities Depository, Custodian (or any sub-custodian appointed
pursuant to Section 3.5 above) 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 Custodian (or of such sub-custodian) to reflect such payment
and transfer for the account of the Portfolio. If securities sold by the
Portfolio are held in a Book-Entry System or Securities Depository, Custodian
(or such sub-custodian) shall transfer such securities upon (A) receipt of
advice from the Book-Entry System or Securities Depository that payment for such
securities has been transferred to the Depository Account, and (B) the making of
an entry on the records of Custodian (or of such sub-custodian) to reflect such
transfer and payment for the account of the Portfolio.
(e) Custodian shall provide the Trust with copies of any report obtained by
Custodian (or by any sub-custodian appointed pursuant to Section 3.5 above) from
a Book-Entry System or Securities Depository in which securities of the
Portfolio 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) At its election, the Trust shall be subrogated to the rights of
Custodian (or of any sub-custodian appointed pursuant to Section 3.5 above) with
respect to any claim against a Book-Entry System or Securities Depository or any
other person for any loss or damage to the Portfolio arising from the use of
such Book-Entry System or Securities Depository, if and to the extent that the
Portfolio has not been made whole for any such loss or damage.
3.11 RELATIONSHIP WITH SECURITIES DEPOSITORIES. No Book-Entry System,
Securities Depository, or other securities depository or clearing corporation or
agency which it is or may become standard market practice to use for the
comparison and settlement of trades in securities shall be an agent or
sub-contractor of Custodian for purposes of Section 3.7 above or otherwise.
3.12 PAYMENTS FROM CUSTODY ACCOUNT. Upon receipt of Proper Instructions but
subject to its right to foreclose upon and liquidate collateral pledged to it
pursuant to Section 8.3 below, Custodian shall make payments from the Custody
Account, but only in the following cases, provided, FIRST, that there are
sufficient funds in the Custody Account, whether belonging to the Portfolio or
advanced to it by Custodian in its sole and absolute discretion as set forth in
Section 3.18 below, for Custodian to make such payments, and, SECOND, that after
the making of such payments, the Portfolio would not be in violation of any
margin or other requirements agreed upon pursuant to Section 3.18 below:
(a) For the purchase of securities for the Portfolio but only (i) in the
case of securities (other than options on securities, futures contracts and
options on futures contracts), against the delivery to Custodian (or any
sub-custodian appointed pursuant to this Agreement) of such securities
registered as provided in Section 3.20 below or in proper form for transfer or,
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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
3.10 above, and (ii) in the case of options, futures contracts and options on
futures contracts, against delivery to Custodian (or such sub-custodian) of
evidence of title thereto in favor of the Portfolio, the Custodian, any such
sub-custodian, or any nominee referred to in Section 3.20 below;
(b) In connection with the conversion, exchange or surrender, as set forth
in Section 3.13(f) below, of securities owned by the Portfolio;
(c) For transfer in accordance with the provisions of any agreement among
the Trust, Custodian and a securities broker-dealer, 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 of the Portfolio;
(d) For transfer in accordance with the provisions of any agreement among
the Trust, Custodian and a futures commission merchant, relating to compliance
with the rules of the Commodity Futures Trading Commission and/or any contract
market (or any similar organization or organizations) regarding margin or other
deposits in connection with transactions of the Portfolio;
(e) For the funding of any time deposit (whether certificated or not) or
other interest-bearing account with any banking institution (including
Custodian), provided that Custodian shall receive and retain such certificate,
advice, receipt or other evidence of deposit (if any) as such banking
institution may deliver with respect to any such deposit or account;
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(f) For the purchase from a banking or other financial institution of loan
participations, but only if Custodian has in its possession a copy of the
agreement between the Trust and such banking or other financial institution with
respect to the purchase of such loan participations and provided that Custodian
shall receive and retain such participation certificate or other evidence of
participation (if any) as such banking or other financial institution may
deliver with respect to any such loan participation;
(g) For the purchase and/or sale of foreign currencies or of options to
purchase and/or sell foreign currencies, for spot or future delivery, for the
account of the Portfolio pursuant to contracts between the Trust and any banking
or other financial institution (including Custodian, any sub-custodian appointed
pursuant to this Agreement and any affiliate of Custodian);
(h) For transfer to a securities broker-dealer as margin for a short sale
of securities for the Portfolio, or as payment in lieu of dividends paid on
securities sold short for the Portfolio;
(i) For the payment as provided in Article IV below of any dividends,
capital gain distributions or other distributions declared on the Shares of the
Portfolio;
(j) For the payment as provided in Article IV below of the redemption price
of the Shares of the Portfolio;
(k) For the payment of any expense or liability incurred by the Portfolio,
including but not limited to the following payments for the account of the
Portfolio: interest, taxes, and administration, investment advisory, accounting,
auditing, transfer agent, custodian, Trustee and legal fees, and other operating
expenses of the Portfolio; in all cases, whether or not such expenses are to be
in whole or in part capitalized or treated as deferred expenses; and
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(l) For any other proper purpose, but only upon receipt of Proper
Instructions, specifying the amount and purpose of such payment, certifying such
purpose to be a proper purpose of the Portfolio, and naming the person or
persons to whom such payment is to be made.
3.13 DELIVERIES FROM CUSTODY ACCOUNT. Upon receipt of Proper Instructions
with respect to the Portfolio but subject to its right to foreclose upon and
liquidate collateral pledged to it pursuant to Section 8.3 below, Custodian
shall release and deliver securities and other assets from the Custody Account,
but only in the following cases, provided, FIRST, that there are sufficient
amounts and types of securities or other assets in the Custody Account for
Custodian to make such deliveries, and, SECOND, that after the making of such
deliveries, the Portfolio would not be in violation of any margin or other
requirements agreed upon pursuant to Section 3.18 below:
(a) Upon the sale of securities for the account of the Portfolio but,
subject to Section 3.14 below, only against receipt of payment therefor or, if
such sale is effected through a Book-Entry System or Securities Depository, in
accordance with the provisions of Section 3.10 above;
(b) To an offeror's depository agent in connection with tender or other
similar offers for securities of the Portfolio; provided that, in any such case,
the funds or other consideration for such securities is to be delivered to
Custodian;
(c) To the issuer thereof or its agent when securities of the Portfolio are
called, redeemed or otherwise become payable, provided that in any such case the
funds or other consideration for such securities is to be delivered to
Custodian;
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(d) To the issuer thereof or its agent 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 Custodian;
(e) To the securities broker through whom securities are being sold for the
Portfolio, 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
securities of the Portfolio, 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
funds, if any, are to be delivered to Custodian;
(g) In the case of warrants, rights or similar securities, to the issuer of
such warrants, rights or similar securities, or its agent, upon the exercise
thereof, provided that, in any such case, the new securities and funds, if any,
are to be delivered to Custodian;
(h) To the borrower thereof, or its agent, in connection with any loans of
securities for the Portfolio pursuant to any securities loan agreement entered
into by the Trust, but only against receipt by Custodian of such collateral as
is required under such securities loan agreement;
(i) To any lender, or its agent, as collateral for any borrowings from such
lender by the Portfolio that require a pledge of assets of the Portfolio, but
only against receipt by Custodian of the amounts borrowed;
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(j) Pursuant to any authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Portfolio or the Trust;
(k) For delivery in accordance with the provisions of any agreement among
the Trust, Custodian and a securities broker-dealer, 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 of the Portfolio;
(l) For delivery in accordance with the provisions of any agreement among
the Trust, Custodian, and a futures commission merchant, relating to compliance
with the rules of the Commodity Futures Trading Commission and/or any contract
market (or any similar organization or organizations) regarding margin or other
deposits in connection with transactions of the Portfolio;
(m) For delivery to a securities broker-dealer as margin for a short sale
of securities for the Portfolio;
(n) To the issuer of American Depositary Receipts or International
Depositary Receipts (hereinafter, collectively, "ADRs") for securities of the
Portfolio, or its agent, against a written receipt for such securities
adequately describing them, provided that such securities are delivered together
with instructions to issue ADRs in the name of Custodian or its nominee and to
deliver such ADRs to Custodian;
(o) In the case of ADRs of the Portfolio, to the issuer thereof, or its
agent, against a written receipt for such ADRs adequately describing them,
provided that such ADRs are delivered together with instructions to deliver the
securities underlying such ADRs to Custodian or an agent of Custodian; or
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(p) For any other proper purpose, but only upon receipt of Proper
Instructions, specifying the securities or other assets to be delivered, setting
forth the purpose for which such delivery is to be made, certifying such purpose
to be a proper purpose of the Portfolio, and naming the person or persons to
whom delivery of such securities or other assets is to be made.
3.14 DELIVERY PRIOR TO FINAL PAYMENT. When instructed by the Trust to
deliver securities of the Portfolio against payment, Custodian shall be
entitled, but only if in accordance with generally accepted market practice, to
deliver such securities prior to actual receipt of final payment therefor and,
exclusively in the case of securities in physical form, prior to receipt of
payment therefor. In any such case, the Portfolio 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 Custodian shall have no liability for any of the foregoing.
3.15 CREDIT PRIOR TO FINAL PAYMENT. In its sole discretion and from time to
time, Custodian may credit the Custody Account, prior to actual receipt of final
payment thereof, with (a) proceeds from the sale of securities of the Portfolio
which it has been instructed to deliver against payment, (b) proceeds from the
redemption of securities or other assets credited to the Custody Account, and
(c) income from securities, funds or other assets credited to the Custody
Account. Any such credit shall be conditional upon actual receipt by Custodian
of final payment and may be reversed if final payment is not actually received
in full. Custodian may, in its sole discretion and from time to time, permit the
Portfolio to use funds so credited to its Custody Account in anticipation of
actual receipt of final payment. Any funds so used shall constitute an advance
subject to Section 3.18 below.
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3.16 DEFINITION OF FINAL PAYMENT. For purposes of this Agreement, "final
payment" means payment in funds which are (or have become) immediately
available, under applicable law are irreversible, and are not subject to any
security interest, xxxx, xxxx or other encumbrance.
3.17 PAYMENTS AND DELIVERIES OUTSIDE THE UNITED STATES. Notwithstanding
anything to the contrary that may be required by Section 3.12 or Section 3.13
above, or elsewhere in this Agreement, in the case of securities and other
assets maintained outside the United States and in the case of payments made
outside the United States, Custodian and any sub-custodian appointed pursuant to
this Agreement may receive and deliver such securities or other assets, and may
make such payments, in accordance with the laws, regulations, customs,
procedures and practices applicable in the relevant local market outside the
United States.
3.18 CLEARING CREDIT. Custodian may, in its sole discretion and from time
to time, advance funds to the Trust to facilitate the settlement of the
Portfolio's transactions in the Custody Account. Any such advance (a) shall be
repayable immediately upon demand made by Custodian, (b) shall be fully secured
as provided in Section 8.3 below, and (c) shall bear interest at such rate, and
be subject to such other terms and conditions, as Custodian and the Trust may
agree.
3.19 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise instructed
by the Trust, Custodian shall with respect to all securities and other assets
held for the Portfolio:
(a) Subject to Section 7.4 below, receive into the Custody Account any
funds or other property, including payments of principal, interest and
dividends, due and payable on or on account of such securities and other assets;
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(b) Deliver securities of the Portfolio to the issuers of such securities
or their agents for the transfer thereof into the name of the Portfolio,
Custodian or any of the nominees referred to in Section 3.20 below;
(c) Endorse for collection, in the name of the Portfolio, 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 of the United States, or the laws or
regulations of any other taxing authority, in connection with the transfer of
such securities or other assets or the receipt of income or other payments with
respect thereto;
(f) Receive and hold for the Portfolio all rights and similar securities
issued with respect to securities or other assets of the Portfolio;
(g) As may be required in the execution of Proper Instructions, transfer
funds from the Custody Account to any demand deposit account maintained by
Custodian pursuant to Section 3.8 above; and
(h) In general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase and transfer of, and other dealings
in, such securities and other assets.
3.20 REGISTRATION AND TRANSFER OF SECURITIES. All securities held for the
Portfolio that are issuable only in bearer form shall be held by Custodian in
that form, provided that any such securities shall be held in a Securities
Depository
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or Book-Entry System if eligible therefor. All other securities and all other
assets held for the Portfolio may be registered in the name of (a) Custodian as
agent, (b) any sub-custodian appointed pursuant to this Agreement, (c) any
Securities Depository, or (d) any nominee or agent of any of them. The Trust
shall furnish to Custodian appropriate instruments to enable Custodian to hold
or deliver in proper form for transfer, or to register as in this Section 3.20
provided, any securities or other assets delivered to Custodian which are
registered in the name of the Portfolio.
3.21 RECORDS. (a) Custodian shall maintain complete and accurate records
with respect to securities, funds and other assets held for the Portfolio,
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 funds; (ii) ledgers (or other records) reflecting
(A) securities in transfer, if any, (B) securities in physical possession, (C)
monies and securities borrowed and monies and securities loaned (together with a
record of the collateral therefor and substitutions of such collateral), (D)
dividends and interest received, and (E) dividends receivable and interest
accrued; and (iii) cancelled checks and bank records related thereto. Custodian
shall keep such other books and records with respect to securities, funds and
other assets of the Portfolio which are held hereunder as the Trust may
reasonably request.
(b) All such books and records maintained by Custodian for the Portfolio
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 Portfolio and at all times during the regular business hours of
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,
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and (iii) if required to be maintained under the 1940 Act, be preserved for the
periods prescribed therein.
3.22 ACCOUNT REPORTS BY CUSTODIAN. Custodian shall furnish the Trust with a
daily activity statement, including a summary of all transfers to or from the
Custody Account (in the case of securities and other assets maintained in the
United States, on the day following such transfers). At least monthly and from
time to time, Custodian shall furnish the Trust with a detailed statement of the
securities, funds and other assets held for the Portfolio under this Agreement.
3.23 OTHER REPORTS BY CUSTODIAN. 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 Custodian or any sub-custodian appointed pursuant to this
Agreement.
3.24 PROXIES AND OTHER MATERIALS. (a) Unless otherwise instructed by the
Trust, Custodian shall promptly deliver to the Trust all notices of meetings,
proxy materials (other than proxies) and other announcements, which it receives
regarding securities held by it in the Custody Account. Whenever Custodian or
any of its agents receives a proxy with respect to securities credited to the
Custody Account, Custodian shall promptly request instructions from the Trust on
how such securities are to be voted, and shall give such proxy, or cause it to
be given, in accordance with such instructions. If the Trust timely informs
Custodian that the Trust wishes to vote any such securities in person, Custodian
shall promptly seek to have a legal proxy covering such securities issued to the
Trust. Unless otherwise instructed by the Trust, neither Custodian nor any of
its agents shall exercise any voting rights with respect to securities held
hereunder.
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(b) Unless otherwise instructed by the Trust, Custodian shall promptly
transmit to the Trust all other written information received by Custodian from
issuers of securities credited to the Custody Account. With respect to tender or
exchange offers for such securities or with respect to other corporate
transactions involving such securities, Custodian shall promptly transmit to the
Trust all written information received by Custodian from the issuers of such
securities or from any party (or its agents) making any such tender or exchange
offer or participating in such other corporate transaction. If the Trust, with
respect to such tender or exchange offer or other corporate transaction, desires
to take any action that may be taken by it pursuant to the terms of such offer
or other transaction, the Trust shall notify Custodian (i) in the case of
securities maintained outside the United States, such number of Business Days
prior to the date on which Custodian is to take such action as will allow
Custodian to take such action in the relevant local market for such securities
in a timely fashion, and (ii) in the case of all other securities, at least five
Business Days prior to the date on which Custodian is to take such action.
3.25 CO-OPERATION. Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Trust to keep the books
of account of the Portfolio and/or to compute the value of the assets of the
Portfolio. Subject to restrictions under applicable law, Custodian also will
obtain an undertaking by each sub-custodian to supply necessary information
directly, or indirectly through Custodian, to the entity or entities appointed
by the Trust to keep the books of account of the Portfolio and/or to compute the
value of the assets of the Portfolio.
ARTICLE IV
REDEMPTION OF PORTFOLIO SHARES;
DIVIDENDS AND OTHER DISTRIBUTIONS
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4.1 TRANSFER OF FUNDS. From such funds as may be available for the purpose
in the Custody Account, and upon receipt of Proper Instructions specifying that
the funds are required to redeem Shares of the Portfolio or to pay dividends or
other distributions to holders of Shares of the Portfolio, Custodian shall
transfer each amount specified in such Proper Instructions to such account of
the Portfolio or of an agent thereof (other than Custodian), at such bank, as
the Trust may designate therein with respect to such amount.
4.2 SOLE DUTY OF CUSTODIAN. Custodian's sole obligation with respect to the
redemption of Shares of the Portfolio and the payment of dividends and other
distributions thereon shall be its obligation set forth in Section 4.1 above,
and Custodian shall not be required to make any payments to the various holders
from time to time of Shares of the Portfolio nor shall Custodian be responsible
for the payment or distribution by the Trust, or any agent designated in Proper
Instructions given pursuant to Section 4.1 above, of any amount paid by
Custodian to the account of the Trust or such agent in accordance with such
Proper Instructions.
ARTICLE V
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions to do so, Custodian shall establish and
maintain a segregated account or accounts for and on behalf of the Portfolio,
into which account or accounts may be transferred funds and/or securities,
including securities maintained in a Securities Depository:
(a) in accordance with the provisions of any agreement among the Trust,
Custodian and a securities broker-dealer (or any futures commission merchant),
relating to compliance with the rules of The Options Clearing Corporation or of
any registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar
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organization or organizations, regarding escrow or other arrangements in
connection with transactions of the Portfolio,
(b) for purposes of segregating funds or securities in connection with
securities options purchased or written by the Portfolio or in connection with
financial futures contracts (or options thereon) purchased or sold by the
Portfolio,
(c) that constitute collateral for loans of securities made by the
Portfolio,
(d) for purposes of compliance by the Portfolio with requirements under the
1940 Act for the maintenance of segregated accounts by registered management
investment companies in connection with reverse repurchase agreements,
when-issued, delayed delivery and firm commitment transactions, and short sales
of securities, and
(e) for other proper purposes, but only upon receipt of Proper
Instructions, specifying the purpose or purposes of such segregated account and
certifying such purposes to be proper purposes of the Portfolio.
ARTICLE VI
CERTAIN REPURCHASE TRANSACTIONS
6.1 TRANSACTIONS. If and to the extent that the necessary funds and
securities of the Portfolio have been entrusted to it under this Agreement, and
subject to Custodian's right to foreclose upon and liquidate collateral pledged
to it pursuant to Section 8.3 below, Custodian, as agent of the Portfolio, shall
from time to time (and unless the Trust gives it Proper Instructions to do
otherwise) make from the Custody Account the transfers of funds and deliveries
of securities that the Portfolio is required to make pursuant to the Master
Repurchase Agreement and shall receive for the Custody Account of the
22
Portfolio the transfers of funds and deliveries of securities that the seller
under the Master Repurchase Agreement is required to make pursuant thereto.
Custodian shall make and receive all such transfers and deliveries pursuant to,
and subject to the terms and conditions of, the Master Repurchase Agreement.
6.2 COLLATERAL. Custodian shall daily xxxx to market the securities
purchased under the Master Repurchase Agreement and held in the Custody Account
of the Portfolio, and shall give to the seller thereunder any such notice as may
be required thereby in connection with such xxxx-to-market.
6.3 EVENTS OF DEFAULT. Custodian shall promptly notify the Trust of any
event of default under the Master Repurchase Agreement (as such term "event of
default" is defined therein) of which it has actual knowledge.
6.4 MASTER REPURCHASE AGREEMENT. Custodian hereby acknowledges its receipt
from the Trust of a copy of the Master Repurchase Agreement. The Trust shall
provide Custodian, prior to the effectiveness thereof, with a copy of any
amendment to the Master Repurchase Agreement.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 STANDARD OF CARE. Custodian shall exercise reasonable care, prudence
and diligence in carrying out all of its duties and obligations under this
Agreement, and shall be liable to the Trust and the Portfolio (each a
"Customer") for claims, liabilities, losses, damages, fines, penalties and
expenses ("Losses") suffered or incurred by such Customer if they result from
the failure of Custodian to exercise such reasonable care, prudence and
diligence in carrying out its obligations under this Agreement or result from
any failure by Custodian to carry out such obligations that arises from
Custodian's negligence, bad
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faith or willful misconduct. In addition, Custodian shall be liable to such
Customer for all Losses representing reasonable costs and expenses incurred by
or in connection with any claim by such Customer against Custodian under this
Section 7.1, including, without limitation, all reasonable attorneys' fees and
expenses incurred by such Customer in connection with any investigations,
lawsuits or proceedings relating to such claim; provided that such Customer has
recovered from Custodian on such claim. Custodian shall be entitled to rely on
and may act upon advice of counsel in all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice. In
no event shall Custodian be liable for special, incidental or consequential
damages, even if Custodian has been advised or is otherwise aware of the
possibility of such damages, or be liable in any manner whatsoever for any
action taken or omitted upon instructions from the Trust or any agent of the
Trust.
7.2 ACTUAL COLLECTION REQUIRED. Custodian shall not be liable for, or
considered to be the custodian of, any funds belonging to the Portfolio or any
money represented by a check, draft or other instrument for the payment of
money, until Custodian or its agents actually receive such funds 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, prudence and diligence, Custodian shall
not be responsible for the title, validity or genuineness of any assets or
evidence of title thereto received or delivered by it or its agents.
7.4 LIMITATION ON DUTY TO COLLECT. Custodian shall promptly notify the
Trust whenever any money or property due and payable from or on account of any
securities or other assets held hereunder for the Portfolio is not timely
received by it. Custodian will make good faith efforts in its discretion to
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contact appropriate parties to collect unpaid interest, dividends or redemption
proceeds. Custodian shall not, however, be required to enforce collection, by
legal means or otherwise, of any such money or other property not paid when due,
but shall receive the proceeds of such collections as may be effected by it or
its agents in the ordinary course of Custodian's custody and safekeeping
business or of the custody and safekeeping business of such agents.
7.5 EXPRESS DUTIES ONLY. 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 Custodian. Custodian shall have no discretion whatsoever with respect to
the management, disposition or investment of the Custody Account and is not a
fiduciary to the Portfolio or the Trust. In particular, Custodian shall not be
under any obligation at any time to monitor or to take any other action with
respect to compliance by the Portfolio or the Trust with the 1940 Act, the
provisions of the Trust's trust instruments or by-laws, or the Portfolio's
investment objectives, policies and limitations as in effect from time to time.
ARTICLE VIII
INDEMNIFICATION
8.1 INDEMNIFICATION. The Portfolio shall indemnify and hold harmless
Custodian, any sub-custodian appointed pursuant to this Agreement and any
nominee of any of them, from and against any loss, damages, cost, expense
(including attorneys' fees and disbursements), liability (including, without
limitation, liability arising under the Securities Act of 1933, the Securities
Exchange Act of 1934, the 1940 Act, and any federal, state or foreign securities
and/or banking laws) or claim arising directly or indirectly (a) from the fact
that securities or other assets credited to the Custody Account are registered
in the name of any such nominee, or (b) from any action or inaction by
25
Custodian or such sub-custodian or nominee (i) at the request or direction of or
in reliance on the advice of the Trust or any of its agents, or (ii) upon Proper
Instructions, or (c) generally, from the performance of its obligations under
this Agreement; provided that, with respect to this Section 8.1, Custodian, any
such sub-custodian or any nominee of any of them shall not be indemnified and
held harmless from and against any such loss, damage, cost, expense, liability
or claim arising from willful misfeasance, bad faith or negligence on the part
of Custodian or any such sub-custodian or nominee. The Portfolio's agreement in
this Section 8.1 to indemnify Custodian shall survive the termination of this
Agreement.
8.2 INDEMNITY TO BE PROVIDED. If the Trust requests Custodian to take any
action with respect to securities or other assets of the Portfolio, which may,
in the opinion of Custodian, result in Custodian or its nominee becoming liable
for the payment of money or incurring liability of some other form, Custodian
shall not be required to take such action until the Portfolio shall have
provided indemnity therefor to Custodian in an amount and form satisfactory to
Custodian.
8.3 SECURITY. As security for the payment of any present or future
obligation or liability of any kind which the Portfolio may have to Custodian
with respect to or in connection with the Custody Account or this Agreement, or
which the Portfolio may otherwise have to Custodian, the Trust hereby pledges to
Custodian all securities, funds and other assets of every kind which are
credited to the Custody Account or otherwise held for the Portfolio pursuant to
this Agreement, and hereby grants to Custodian a right of set-off against, and a
first priority, perfected security interest in and lien upon, such securities,
funds and other assets.
ARTICLE IX
FORCE MAJEURE
26
Custodian shall not 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; actions by any governmental authority, DE JURE
or DE FACTO; or inability to obtain labor, material, equipment or
transportation.
ARTICLE X
REPRESENTATIONS AND WARRANTIES
10.1 REPRESENTATIONS WITH RESPECT TO THE PORTFOLIO. The Trust represents
and warrants that (a) it has all necessary power and authority to perform the
obligations hereunder of the Portfolio, (b) the execution and delivery by it of
this Agreement, and the performance by it of the obligations hereunder of the
Portfolio, have been duly authorized by all necessary action and will not
violate any law, regulation, charter, by-law, or other instrument, restriction
or provision applicable to it or the Portfolio or by which it or the Portfolio,
or their respective assets, may be bound, and (c) this Agreement constitutes a
legal, valid and binding obligation of the Portfolio, enforceable against it in
accordance with its terms.
10.2 REPRESENTATIONS OF CUSTODIAN. Custodian represents and warrants that
(a) it has all necessary power and authority to perform its obligations
hereunder, (b) the execution and delivery by it of this Agreement, and the
performance by it of its obligations hereunder, have been duly authorized by all
necessary action and will not violate any law, regulation, charter, by-law,
27
or other instrument, restriction or provision applicable to it or by which it or
its assets may be bound, and (c) this Agreement constitutes a legal, valid and
binding obligation of it, enforceable against it in accordance with its terms.
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Portfolio shall pay Custodian such fees and charges as are set forth in
Exhibit A hereto, as such Exhibit A may from time to time be revised by written
agreement of the parties hereto. Any annual fee or other charges payable by the
Portfolio shall be paid monthly by automatic deduction from funds available
therefor in the Custody Account, or, if there are no such funds, upon
presentation of an invoice therefor. Out-of-pocket expenses incurred by
Custodian in the performance of its services hereunder for the Portfolio and all
other proper charges and disbursements of the Custody Account shall be charged
to the Custody Account by Custodian and paid in the same manner as the annual
fee and other charges referred to in this Article XI.
ARTICLE XII
TAXES
Any and all taxes, including any interest and penalties with respect
thereto, which may be levied or assessed under present or future laws or in
respect of the Custody Account or any income thereof shall be charged to the
Custody Account by Custodian and paid in the same manner as the annual fee and
other charges referred to in Article XI above.
ARTICLE XIII
AUTHORIZED PERSONS; NOTICES
13.1 AUTHORIZED PERSONS. Custodian may rely upon and act in accordance with
any notice, confirmation, instruction or other communication which is reasonably
believed by Custodian to have
28
been given or signed on behalf of the Trust by one of the Authorized Persons
designated by the Trust in Exhibit B hereto, as it may from time to time be
revised. The Trust may revise Exhibit B hereto at any time by notice in writing
to Custodian given in accordance with Section 13.4 below, but no revision of
Exhibit B hereto shall be effective until Custodian actually receives such
notice.
13.2 INVESTMENT ADVISERS. Custodian may also rely upon and act in
accordance with any Written or Oral Instructions given with respect to the
Portfolio which are reasonably believed by Custodian to have been given or
signed by one of the persons designated from time to time by any of the
investment advisers of the Portfolio who are specified in Exhibit C hereto (if
any) as it may from time to time be revised. The Trust may revise Exhibit C
hereto at any time by notice in writing to Custodian given in accordance with
Section 13.4 below, and each investment adviser specified in Exhibit C hereto
(if any) may at any time by like notice designate an Authorized Person or remove
an Authorized Person previously designated by it, but no revision of Exhibit C
hereto (if any) and no designation or removal by such investment adviser shall
be effective until Custodian actually receives such notice.
13.3 ORAL INSTRUCTIONS. Custodian may rely upon and act in accordance with
Oral Instructions. All Oral Instructions shall be confirmed to Custodian in
Written Instructions. However, if Written Instructions confirming Oral
Instructions are not received by Custodian prior to a transaction, it shall in
no way affect the validity of the transaction authorized by such Oral
Instructions or the authorization given by an Authorized Person to effect such
transaction. Custodian shall incur no liability to the Portfolio or the Trust in
acting upon Oral Instructions. To the extent such Oral Instructions vary from
any confirming Written Instructions, Custodian shall advise the Trust of such
29
variance, but unless confirming Written Instructions are timely received, such
Oral Instructions shall govern.
13.4 ADDRESSES FOR NOTICES. Unless otherwise specified herein, all demands,
notices, instructions, and other communications to be given hereunder shall be
sent, delivered or given to the recipient at the address, or the relevant
telephone number, set forth after its name hereinbelow:
If to the Trust:
JPMORGAN TRUST I
for HIGHBRIDGE STATISTICAL MARKET NEUTRAL FUND
c/o XX Xxxxxx Funds Management
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attention: XXXXXXXXX X. XXXXXX, TREASURER
Telephone: 000-000-0000
Facsimile: 000-000-0000
E-mail: xxxxxxxxx.x.xxxxxx@xxxxxxxx.xxx
If to Custodian:
CUSTODIAL TRUST COMPANY
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: VICE PRESIDENT - TRUST OPERATIONS
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address as either party hereto shall have provided to the other
by notice given in accordance with this Section 13.4. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
13.5 REMOTE CLEARANCE. With the prior consent in writing of Custodian, the
Trust may give Remote Clearance Instructions (as defined below) and Bulk Input
Instructions (as defined below) for the receipt, delivery or transfer of
securities, provided that such Instructions are given in accordance with the
procedures prescribed by Custodian from time to time as to content of
instructions and their manner and timeliness of delivery by the
30
Trust. Custodian shall be entitled to conclusively assume that all Remote
Clearance Instructions and Bulk Input Instructions have been given by an
Authorized Person, and Custodian is hereby irrevocably authorized to act in
accordance therewith. For purposes of this Agreement, "Remote Clearance
Instructions" means instructions that are input directly via a remote terminal
which is located on the premises of the Trust, or of an investment adviser named
in Exhibit C hereto, and linked to Custodian; and "Bulk Input Instructions"
means instructions that are input by bulk input computer tape delivered to
Custodian by messenger or transmitted to it via such transmission mechanism as
the Trust and Custodian shall from time to time agree upon.
ARTICLE XIV
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.
Upon the date set forth in such notice this Agreement shall terminate, and
Custodian shall, upon receipt of a notice of acceptance by the successor
custodian, on that date (a) deliver directly to the successor custodian or its
agents all securities (other than securities held in a Book-Entry System or
Securities Depository) and other assets then owned by the Portfolio and held by
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
Portfolio, provided that the Portfolio shall have paid to Custodian all fees,
expenses and other amounts to the payment or reimbursement of which it shall
then be entitled.
ARTICLE XV
LIMITATION OF LIABILITIES
To the extent that the Trustees of the Trust are regarded as entering into
this Agreement, they do so only as Trustees of the
31
Trust and not individually. The obligations under this Agreement of the Trust or
the Portfolio shall not be binding upon any Trustee, officer or employee of the
Trust individually, or upon any holder of Shares individually, but shall be
binding only upon the assets and property of the Portfolio. Such Trustees,
officers, employees and holders, when acting in such capacities, shall not be
personally liable under this Agreement, and Custodian shall look solely to the
assets and property of the Portfolio for the performance of this Agreement and
the payment of any claim against the Portfolio under this Agreement.
ARTICLE XVI
MISCELLANEOUS
16.1 BUSINESS DAYS. Nothing contained in this Agreement shall require
Custodian to perform any function or duty on a day other than a Business Day.
16.2 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflict of law principles thereof. Custodian's jurisdiction as Securities
Intermediary shall, for purposes of the NYUCC, be the State of New York.
16.3 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 Portfolio and such other printed
matter as merely identifies Custodian as custodian for the Portfolio. 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.
16.4 NO WAIVER. No failure by either party hereto to exercise, and no delay
by such party in exercising, any right
32
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.
16.5 AMENDMENTS. This Agreement cannot be changed orally and, except as
otherwise provided herein with respect to the Exhibits attached hereto, no
amendment to this Agreement shall be effective unless evidenced by an instrument
in writing executed by the parties hereto.
16.6 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.
16.7 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.
16.8 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. Any
purported assignment in violation of this Section 16.8 shall be void.
16.9 JURISDICTION. Any suit, action or proceeding with respect to this
Agreement may be brought in the Supreme Court of the State of New York, County
of New York, or in the United States District Court for the Southern District of
New York, and the parties hereto hereby submit to the non-exclusive jurisdiction
of such courts for the purpose of any such suit,
33
action or proceeding, and hereby waive for such purpose any other preferential
jurisdiction by reason of their present or future domicile or otherwise. Each of
the parties hereto hereby irrevocably waives its right to trial by jury in any
suit, action or proceeding with respect to this Agreement.
16.10 HEADINGS. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its representative thereunto duly
authorized, all as of the day and year first above written.
XX XXXXXX TRUST I
for and with respect to HIGHBRIDGE
STATISTICAL MARKET NEUTRAL FUND
By: /s/ Xxxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Treasurer
CUSTODIAL TRUST COMPANY
By: /s/ Ben Szwalberest
-------------------------
Name: Ben Szwalberest
Title: President
34
EXHIBIT A
CUSTODY FEES AND TRANSACTION CHARGES
DOMESTIC FEES. The Portfolio shall pay Custodian the following fees for
assets maintained in the United States ("Domestic Assets") and charges for
transactions in the United States, all such fees and charges to be payable
monthly:
(1) an annual fee equal to the greater of (i) $5,000, and (ii) the sum of
the amounts obtained by applying per annum percentage rates to the value of the
assets credited to the Custody Account as follows:
- 0.04% (four basis points) to the first $50 million, plus
- 0.02% (two basis points) to the next $150 million, plus
- 0.01% (one basis point) to the next $800 million,
- 0.005% (one-half of one basis point) to all amounts over $1 billion,
with such fee to be payable monthly for the preceding month and with the value
of such assets for this purpose being their total market value on the last
Business Day of the month for which such fee is charged;
(2) a transaction charge for each repurchase transaction in the Custody
Account which represents a cash sweep investment for the Portfolio's account,
computed on the basis of a 360-day year and for the actual number of days such
repurchase transaction is outstanding at a rate of 0.10% (ten basis points) per
annum on the amount of the purchase price paid by the Portfolio in such
repurchase transaction;
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(3) a charge of $10 for each "free" transfer of funds from the Custody
Account;
(4) a charge of $5 for each check issued in payment of Portfolio expenses;
and
(5) a service charge for each holding of securities or other assets of the
Portfolio that are sold by way of private placement or in such other manner as
to require services by Custodian which in its reasonable judgment are materially
in excess of those ordinarily required for the holding of publicly traded
securities in the United States.
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EXHIBIT B
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Trust to administer the Custody Account.
NAME SIGNATURE
---- ---------
--------------------------- ---------------------------
--------------------------- ---------------------------
--------------------------- ---------------------------
37
EXHIBIT C
INVESTMENT ADVISERS
-- X.X. Xxxxxx Investment Management, Inc.
-- Highbridge Capital Management, LLC
38
