EXHIBIT 8(E)
EXHIBIT 8(E)
CORE TRUST (DELAWARE)
CUSTODIAN AGREEMENT
AGREEMENT, dated as of February 20, 1996, between CORE TRUST
(DELAWARE) (the "Trust"), a corporation operating as an open-end
investment company under the Investment Company Act of 1940, duly
organized and existing under the laws of the State of Delaware,
and The First National Bank of Boston (the "Custodian"), a
banking institution organized under the laws of the United
States, provides as follows:
WHEREAS, the Trust has eight separate series, including the
Treasury Portfolio (the Portfolio);
WHEREAS, the Trust desires to appoint the Custodian as
custodian of the Portfolios securities and cash and the Custodian
is willing to act in such capacity upon the terms and conditions
set forth below;
WHEREAS, the Custodian in its capacity as custodian will also
collect and apply the dividends and interest on securities in the
manner and to the extent set forth below;
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, the parties do hereby
agree as follows:
SECTION 1. The terms, as defined in this Section, whenever
used in this Agreement or in any amendment or supplement hereto
shall have the meanings specified below, insofar as the context
will allow.
(a) The Trust: The term Trust shall mean Core Trust
(Delaware) as defined in the preamble of this Agreement.
(b) Custodian: The term Custodian shall mean The First
National Bank of Boston, in its capacity as custodian under this
Agreement.
(c) Portfolio: The term Portfolio shall mean the Treasury
Portfolio, or any portfolio that the Trust shall subsequently
establish and appoint the Custodian as custodian thereof and the
Custodian shall accept.
(d) Securities: The term Securities shall mean bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and
other securities and investments from time to time owned by the
Trust.
(e) Shares: The term Shares shall mean the issued and
outstanding shares of common stock of a Portfolio of the Trust.
(f) Share Certificates: The term Share Certificates shall
mean the stock certificates for the Shares.
(g) Shareholders: The term Shareholders shall mean the
registered owners from time to time of the Shares, as reflected
on the stock registry records of the Trust.
(h) Oral Instructions: The term Oral Instructions shall mean
an authorization, instruction, approval, item or set of data, or
information of any kind transmitted to the Custodian in person or
by telephone, vocal telegram or other electronic means, by a
person or persons reasonably believed in good faith by the
Custodian to be a person or persons authorized by a resolution of
the Board of Trustees of the Trust to give Oral Instructions on
behalf of the Trust. Each Oral Instruction shall specify whether
it is applicable to the entire Trust or a specific Portfolio of
the Trust.
(i) Written Instructions: The term Written Instruction shall
mean an authorization, instruction, approval, item or set of
data, or information of any kind transmitted to the Custodian in
original writing containing original signatures, or a copy of
such document transmitted by telecopy, including transmission of
such signature, or other mechanical or documentary means, at the
request of a person or persons reasonably believed in good faith
by the Custodian to be a person or persons authorized by a
resolution of the Board of Trustees of the Trust to give Written
Instructions on behalf of the Trust. Each Written Instruction
shall specify whether it is applicable to the Shares of the Trust
or of the Portfolio.
(j) Securities Depository: The term Securities Depository
shall mean a clearing corporation registered under Section 17A of
the Securities Exchange Act of 1934 which maintains a system for
the central handling of securities in which all securities of any
particular class or series of any issuer deposited within the
system are treated as fungible and may be transferred or pledged
by bookkeeping entry without physical delivery of the securities.
(k) Book-Entry Securities: The term Book-Entry Securities
shall mean securities issued by the Treasury of the United States
of America and Federal agencies of the United States of America
that are maintained in the book-entry system as provided in
Subpart O of Treasury Circular Xx. 000, 00 X.X.X. 000, Xxxxxxx X
of 31 C.F.R. 350 and the book-entry regulations of federal
agencies substantially in the form of Subpart O, or in such
successor regulations as may be adopted from time to time.
(l) Book-Entry Account: The term Book-Entry Account shall
mean as account maintained by a Federal Reserve Bank in
accordance with the previously described Circular and
regulations.
(m) Sub-Custodian: The term Sub-Custodian shall mean a Sub-
Custodian approved by the Trust as provided in SECTION 18 of this
Agreement.
SECTION 2. The Trust shall, as necessary, file with the
Custodian a certified copy of the operative resolution of the
Trust's Board of Trustees authorizing execution of Written
Instructions and the number of signatories required and setting
forth authentic signatures of all signatories authorized to sign
on behalf of the Trust or the Portfolio. Such resolution shall
constitute conclusive evidence of the authority of all
signatories designated therein to act and shall be considered in
full force and effect, with the Custodian fully protected in
acting in reliance thereon, until the Custodian receives a
certified copy of a replacement resolution adding or deleting a
person or persons authorized to give Written Instructions.
The Trust shall, as necessary, file with the Custodian a
certified copy of the operative resolution of the Trust's Board
of Trustees authorizing the transmittal of Oral Instructions and
specifying the person or persons authorized to give Oral
Instructions on behalf of the Trust or the Portfolio. This
resolution shall constitute conclusive evidence of the authority
of the person or persons designated therein to act and shall be
considered in full force and effect, with the Custodian fully
protected in acting in reliance therein, until the Custodian
actually receives a certified copy of a replacement resolution
adding or deleting a person or persons authorized to give Oral
Instructions. If the officer certifying the resolution is
authorized to give Oral Instructions, the certification shall
also be signed by a second officer of the Trust authorized to
give Written Instructions.
SECTION 3. For all purposes under this Agreement, the
Custodian is authorized to act upon receipt of the first of any
Written or Oral Instruction it receives. If the first
Instruction is an Oral Instruction, the Trust shall be
responsible for delivering, or having delivered to the Custodian,
a confirmatory Written Instruction; and in cases where the
Custodian receives an Instruction, whether Written or Oral, with
respect to a portfolio transaction, the Trust shall cause the
broker or dealer to send a written confirmation of the
transaction to the Custodian. The Custodian shall be entitled to
rely on the first Instruction received and, for any act or
omission undertaken in compliance therewith, shall be free of
liability and fully indemnified and held harmless by the Trust.
The sole obligation of the Custodian with respect to any
confirmatory Written Instruction or broker or dealer written
confirmation shall be to make reasonable efforts to detect any
discrepancy between the original Instruction and such
confirmation and to report such discrepancy to the Trust. The
Trust shall be responsible, at the Trust's expense, for taking
any action, including any reprocessing, necessary to correct any
discrepancy or error, and to the extent such action requires the
Custodian to act, the Trust shall give the Custodian specific
Written Instructions as to the action required.
SECTION 4. The Trust hereby appoints the Custodian as
custodian of the Securities and cash (collectively, "assets") of
the Portfolio from time to time on deposit hereunder. The
Securities held by the Custodian, unless payable to bearer or
maintained in a Securities Depository or Book-Entry Account
pursuant to SECTION 5, shall be registered in the name of the
Custodian or in the name of its nominee, or if directed by
Written Instructions, in the name of the Trust or its nominee.
Securities, excepting bearer securities, delivered from time to
time to the Custodian in certificated form shall, in all cases,
be in due form for transfer, or registered as above provided.
Such Securities and cash of the Trust shall be and remain the
sole property of the Trust and the Custodian shall have only
custody thereof.
The Custodian shall hold, earmark and physically segregate
for the Portfolio account of the Trust all non-cash property,
including all Securities that are not maintained pursuant to
SECTION 5 in a Securities Depository or Book-Entry Account.
The Custodian shall open and maintain a separate bank account
or accounts in the name of the Trust, subject only to draft or
order by the Custodian acting pursuant to the terms of this
Agreement, and shall hold in such account or accounts, subject to
the provisions hereof, all cash received by it from or for the
account of the Trust. Notwithstanding the foregoing, a separate
bank account may be established by the Trust to be used as a
xxxxx cash account in accordance with Rule 17f-3 of the
Investment Company Act of 1940 and the Custodian shall have no
duty or liability with regard to such account.
Upon receipt of Written Instructions, cash held by the
Custodian for the Trust shall be deposited by the Custodian to
the Custodian's credit in the banking department of the Custodian
or in such other banks or trust companies as it may in its
discretion deem necessary or desirable. Such funds shall be
deposited by the Custodian in its capacity as Custodian and shall
be withdrawable by the Custodian only in that capacity.
SECTION 5. The Trust hereby authorizes the Custodian to
deposit assets of the Portfolio as follows:
(a) deposit with the Custodian or any other bank licensed and
examined by the United States or any state thereof assets held in
the Option Account created pursuant to SECTION 13(b);
(b) deposit in the Custodian's account(s) with any Securities
Depository all or any part of the Securities as may from time to
time be held for the Trust; and
(c) deposit Book-Entry Securities belonging to the Trust in a
Book-Entry Account maintained for the Custodian by a Federal
Reserve Bank.
So long as any deposit referred to in (b) or (c) above is
maintained for the Trust, the Custodian shall
(i) deposit the Securities in an account that includes
only assets held by it for customers;
(ii) send the Trust a confirmation (i.e., an advice of
notice of transaction) of any transfers of the Trust to or from
the account;
(iii) with respect to Securities of the Trust transferred
to the account, identify as belonging to the Trust a quantity of
securities in a fungible bulk of securities that are registered
in the name of the Custodian or its nominee, or shown on the
Custodian's account on the books of the Securities Depository,
the Book-Entry System, or the Custodian's agent;
(iv) promptly send to the Trust all reports it receives
from the appropriate Federal Reserve Bank or Securities
Depository on its respective system of internal accounting
control; and
(v) send to the Trust such reports of the systems of
internal accounting control of the Custodian and its agents
through which such Securities are deposited as are available and
as the Trust may reasonably request from time to time.
The Trust warrants that its Board of Trustees has approved
the arrangement for the deposit of Securities in a Securities
Depository and Book-Entry System.
The Custodian shall not waive any rights it may have against
a Securities Depository or Federal Reserve Bank. The Trust may
elect to be subrogated to the rights of the Custodian against the
Securities Depository or Federal Reserve Bank or any other person
with respect to any claim that the Custodian may have as a
consequence of any loss or damage suffered by the Trust as a
result of the Custodian's use of a Securities Depository or Book
Entry Account if and to the extent that the Trust has not been
made whole for any such loss or damage.
SECTION 6. The Trust will initially transfer and deposit or
cause to be transferred and deposited with the Custodian all of
the Securities and cash owned by the Portfolio at the time this
Agreement becomes effective. Such transfer and deposit shall be
evidenced by appropriate schedules duly executed by the Trust.
The Trust will deposit with the Custodian additional Securities
of the Trust and dividends or interest collected on such
Securities as the same are acquired from time to time.
The Trust will cause to be deposited with the Custodian from
time to time (i) the net proceeds of Securities sold, (ii) the
applicable net asset value of Shares sold, whether representing
initial issue or any other securities and (iii) cash as may be
acquired.
SECTION 7. The Custodian is hereby authorized and directed
to disburse cash from time to time as follows:
(a) for the purchase of Securities by the Trust, upon receipt
by the Custodian of (i) Written or Oral Instructions specifying
the Securities and stating the purchase price and the name of the
broker, investment banker or other party to or upon whose order
the purchase price is to be paid and (ii) either the Securities
so purchased, in due form for transfer or already registered as
provided in SECTION 4, or notification by a Securities Depository
or a Federal Reserve Bank that the Securities have been credited
to the Custodian's account with the Securities Depository or
Federal Reserve Bank;
(b) for transferring funds, including xxxx-to-the-market
payments, as directed by the Trust in connection with a
repurchase agreement covering Securities that have been received
by the Custodian as provided in subsection (a) above, upon
receipt by the Custodian of Written or Oral Instructions
specifying the Securities, the purchase price and the party to
whom the purchase price is to be paid;
(c) to advance or pay out accrued interest on bonds
purchased, cash dividends on stocks sold and similar items. In
the event that any Securities are registered in the name of the
Trust or its nominee, the Trust will endorse, or cause to be
endorsed, to the Custodian dividend and interest checks, or will
issue appropriate orders to the issuers of the Securities to pay
dividends and interest to the Custodian;
(d) for transferring funds as directed by the Trust to its
redemption paying agent;
(e) for exercising warrants and rights received upon the
Securities, upon timely receipt of Written or Oral Instructions
authorizing the exercise of such warrants and rights and stating
the consideration to be paid;
(f) for repaying, in whole or in part, any loan of the Trust,
upon receipt of Written or Oral Instructions directing payment;
(g) for transferring funds to any Sub-Custodian, upon receipt
of Written or Oral Instructions and upon agreement by the
Custodian; and
(h) to disburse money to or upon the order of the Trust, as
it may from time to time direct for the following purposes;
(i) to pay proper compensation and expenses of the
Custodian;
(ii) to transfer funds to the Trust's dividends
disbursing agent;
(iii) to pay, or provide the Trust with money to pay,
taxes, upon receipt of appropriate Written or Oral Instructions;
(iv) to transfer funds to a separate checking account
maintained by the Trust pursuant to Section 17f of the Investment
Company Act of 1940, as amended from time to time; and
(v) to pay interest, management or supervisory fees,
administration, dividend and transfer agency fees and costs,
compensation of personnel and operating expenses, including but
not limited to fees for legal, accounting and auditing services.
Before making any such payment or disbursement, however, the
Custodian shall receive, and may conclusively rely upon, Written
or Oral Instructions requesting such payment or disbursement and
stating that it is for one or more or the purposes enumerated
above. Notwithstanding the foregoing, the Custodian may disburse
cash for other corporate purposes; provided, however, that such
disbursement may be made only upon receipt of Written or Oral
Instructions stating that such disbursement was authorized by
resolution of the Board of Trustees of the Trust as a proper
corporate purpose.
The determination of the Board of Trustees of the Trust as to
what shall constitute income derived from the Securities, as
distinguished from principal or capital, shall be final and
conclusive upon the Trust, the Custodian and the Shareholders.
SECTION 8. The Custodian is hereby authorized and directed
to deliver Securities of the Trust from time to time as follows:
(a) for completing sales of Securities sold by the Trust,
upon receipt of (i) Written or Oral Instructions specifying the
Securities sold, the amount to be received and the broker,
investment banker or other party to or upon whose order the
Securities are to be delivered and (ii) the net proceeds of sale;
provided, however, that the Custodian may accept payment in
connection with the sale of Book-Entry Securities and Securities
on deposit with a Securities Depository by means of a credit in
the appropriate amount to the account described in SECTION 5(b)
or (c) above; and provided further, that the Custodian may
advance the proceeds of sale to the Trust pending the completion
of the sale or the return to the Trust of the Securities in the
event the sale fails to be completed. Any such advance shall be
at the Custodian's risk and the Custodian shall be subrogated to
the Trust's rights against any other person in the event the sale
is not completed and the Trust's Securities are not returned;
(b) for exchanging Securities for other Securities (and cash,
if applicable), upon timely receipt of (i) Written or Oral
Instructions stating the Securities to be exchanged, cash to be
received and the manner in which the exchange is to be made and
(ii) the other Securities (and cash, if applicable) as specified
in the Written or Oral Instructions;
(c) for exchanging or converting Securities pursuant to their
terms or pursuant to any plan of conversion, consolidation,
recapitalization, reorganization, readjustment or otherwise, upon
timely receipt of (i) Written or Oral Instructions authorizing
such exchange or conversion and stating the manner in which such
exchange or conversion is to be made and (ii) the Securities,
certificates of deposit, interim receipts, and/or cash to be
received as specified in the Written or Oral Instructions;
(d) for presenting for payment Securities that have matured
or have been called for redemption;
(e) for depositing with the lender Securities to be held as
collateral for a loan to the Trust, upon receipt of Written or
Oral Instructions directing delivery to the lender;
(f) in connection with a repurchase agreement, upon receipt
of Written or Oral Instructions stating (i) the Securities to be
delivered and the payment to be received and (ii) payment;
(g) for depositing with a depository agent in connection with
a tender or other similar offer to purchase portfolio Securities
of the Trust, upon receipt of Written or Oral Instructions;
(h) for depositing Securities with the issuer thereof, or its
agents, for the purpose of transferring such Securities into the
name of the Trust, the Custodian or any nominee of either in
accordance with SECTION 4; and
(i) for other proper corporate purposes; provided, that the
Custodian shall receive Written or Oral Instructions requesting
such delivery.
SECTION 9. The Trust will cause any bank (including the
Custodian) from which it borrows money using Securities as
collateral to deliver to the Custodian a notice of undertaking in
the form then currently employed by the lender setting forth the
amount that the lender will loan to the Trust against delivery of
a stated amount of collateral. The Trust shall promptly deliver
to the Custodian Written or Oral Instructions for each loan,
stating (i) the name of the lender and the amount of loan; and
(ii) the name of the issuer, the title and the number of shares
or principal amount of the Securities to be delivered as
collateral. The Custodian shall deliver as directed by the Trust
such specified collateral, if any, and receive from the lender
the total amount of the loan proceeds; provided, however, that no
delivery of Securities shall occur if the amount of loan proceeds
does not conform to the amount set forth in the Written or Oral
Instructions, or if such Instructions do not contain the
requirements of (ii) above.
The Custodian shall deliver, from time to time, any
Securities required as additional collateral for any transaction
described in this Section, upon receipt of Written or Oral
Instructions. The Trust shall cause all Securities released from
collateral status to be returned directly to the Custodian.
SECTION 10. If, in its sole discretion, the Custodian
advances funds to the Trust to pay for the purchase of
Securities, to cover an overdraft of the Trust's account with the
Custodian, or to pay any other indebtedness to the Custodian, the
Trust's indebtedness shall be deemed to be a loan by the
Custodian to the Trust, payable on demand and bearing interest at
the rate then charged by the Custodian for such loans; provided,
however, that the Custodian shall obtain the Trust's prior
approval for any advance of funds other than for the purpose of
settling a Securities trade. The Trust hereby agrees that the
Custodian shall have a continuing lien and security interest, to
the extent of any such overdraft or indebtedness, and to the
extent required by Regulation U of the Board of Governors of the
Federal Reserve System in the event any security interest is
taken in "margin stock" as therein defined, in any property then
held by the Custodian or its agents for the benefit of the Trust,
or in which the Trust may have an interest. The Trust authorizes
the Custodian, in its sole discretion at any time, to charge any
such overdraft or indebtedness, together with interest due
thereon, against any balance then credited to the Trust on the
Custodian's books.
SECTION 11. The Custodian's responsibilities regarding put
and call option contracts will be governed by the following
subsections:
(a) With respect to puts and calls traded on securities
exchanges:
(1) The Custodian shall take action as to put options
("puts") and call options ("calls") purchased or sold (written)
by the Trust regarding escrow or other arrangements (i) in
accordance with the provisions of any agreement between the
Custodian, any broker-dealer registered under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and a member
of the National Association of Securities Dealers, Inc. and, if
necessary, the Trust relating to compliance with the rules of the
Options Clearing Corporation ("OCC") and of any registered
national securities exchange, or of any similar organization or
organizations, or (ii) alternatively, in accordance with
subsection (d) as to covered call options written by the Trust.
(2) The Custodian shall be under no duty or obligation
to see that the Trust has deposited or is maintaining adequate
margin, if required, with any broker in connection with any
option, nor shall the Custodian be under any duty or obligation
to present such option to the broker for exercise unless it
receives proper Instructions from the Trust. The Custodian shall
have no responsibility for the legality of any put or call
purchased or sold on behalf of the Trust, the propriety of any
such purchase or sale, or the adequacy of any collateral
delivered to a broker in connection with an option or deposited
to or withdrawn from a Segregated Account as described in
subsection (c) of this SECTION 11. The Custodian specifically,
but not by way of limitation, shall not be under any duty or
obligation to: (i) periodically check or notify the Trust that
the amount of collateral held by a broker or held in a Segregated
Account as described in subsection (c) of this SECTION 11 is
sufficient to protect the broker against any loss; (ii) effect
the return of any collateral delivered to a broker; or (iii)
advise the Trust that any option it holds has or is about to
expire. Such duties or obligations shall be the sole
responsibility of the Trust.
(b) With respect to puts, calls and futures traded on
commodities exchanges:
(1) The Custodian shall take action as to puts, calls
and futures contracts ("futures") purchased or sold by the Trust
in accordance with the provisions of any agreement among the
Trust, the Custodian and a futures commission merchant registered
under the Commodity Exchange Act, as amended, relating to
compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Trust.
(2) The responsibilities and liabilities of the
Custodian as to futures, puts and calls traded on commodities
exchanges, any futures commission merchant account and the
Segregated Account shall be limited as set forth in subsection
(a) (2) of this SECTION 11 as if such subsection referred to
futures commission merchants rather than brokers, and futures and
puts and calls thereon instead of options.
(c) The Custodian shall upon receipt of Oral or Written
Instructions establish and maintain a Segregated Account or
Accounts for and on behalf of the Trust, into which Account or
Accounts may be transferred cash and Securities (i) in accordance
with the provisions of any agreement among the Trust, the
Custodian and a broker-dealer registered under the Exchange Act
and a member of the National Association of Securities Dealers,
Inc. or any futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of
OCC and of any registered national securities exchange or the
Commodity Futures Trading Commission or any registered contract
market, or of any similar organization or organizations regarding
escrow or other arrangements in connection with transactions by
the Trust, and (ii) for the purpose of segregating cash or
Securities in connection with options written by the Trust, and
(iii) for the purposes of compliance by the Trust with the
procedures required by Investment Company Act Release No. 10666,
or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of Segregated
Accounts by registered investment companies and (iv) for other
proper corporate purposes, but only, in the case of clause (iv),
upon receipt of, in addition to Written or Oral Instructions, a
certified copy of a resolution of the Board of Trustees of the
Trust signed by an officer of the Trust and certified by the
Secretary or an Assistant Secretary, setting forth the purpose or
purposes of such Segregated Account and declaring such purposes
to be proper corporate purposes.
(d) Upon receipt of Written or Oral Instructions, the
Custodian will execute, or cause a Sub-Custodian or depository to
execute, an escrow receipt relating to a call option written by
the Trust and will deliver such escrow receipt against receipt of
payment of the premium therefor or, in the case of call option
contracts issued by OCC, an escrow deposit form of OCC pursuant
to the Escrow Deposit Agreement in effect from time to time
between the Custodian and OCC. The Instruction shall contain all
information necessary for the issuance of such receipt or deposit
form and will authorize the deposit of the securities specified
therein into an escrow account which will be held by the
Custodian or a depository subject to the terms of such escrow
receipt or deposit form. However, the Custodian agrees that it
will not deliver or cause a depository to deliver any securities
deposited in an escrow account pursuant to an exercise notice
unless the Custodian has received Oral or Written Instruction to
do so or (i) the Custodian has duly requested the issuance of
such Instruction; (ii) at least two business days have elapsed
since the receipt of such request to the Trust; and (iii) the
Trust has not advised the Custodian that it has purchased
Securities that are to be delivered pursuant to the exercise
notice. The Trust shall be subrogated to the rights of the
Custodian against any party for any claim the Custodian may have
as a result of the Custodian's delivery or directing delivery of
Securities deposited in an escrow account other than pursuant to
an Instruction by the Trust. The Trust agrees that it will not
issue an Instruction which shall conflict with the terms of any
escrow receipt executed by the Custodian or any depository in
relation to the Trust which is then in effect. The Custodian
need not maintain any written evidence of any call written by the
Trust as part of its duties under this Agreement. The Trust may
write calls on securities ("underlying securities") which are not
owned by the Trust and may issue an Instruction to the Custodian
to execute, or cause a depository to execute, an escrow receipt
or deposit form on securities ("convertible securities") which
are, or are to be, owned by the Trust and are convertible into
the underlying securities. In such event, any Instruction as to
the execution of the escrow receipt or deposit form will relate
only to such convertible securities but any instruction as to the
delivery of such securities may direct the Custodian to convert
the same.
SECTION 12. The Custodian assumes no duty, obligation or
responsibility whatsoever to exercise any voting or consent
powers with respect to the Securities held by it from time to
time hereunder. The Trust or such person or persons as it may
designate shall have the right to vote, consent or otherwise act
with respect to such Securities. The Custodian will exercise its
best efforts (as defined in SECTION 14) to furnish to the Trust
in a timely manner all proxies or other appropriate
authorizations with respect to Securities registered in the name
of the Custodian or its nominee, so that the Trust or its
designee may vote, consent or otherwise act.
SECTION 13. The Trust agrees to pay to the Custodian
compensation for its services as set forth in Schedule A hereto
attached, or as shall be set forth in written amendments to such
Schedule approved by the Trust and the Custodian from time to
time.
SECTION 14. The Custodian will exercise its best efforts to
forward to the Trust in a timely manner all notices of
stockholder meetings, proxy statements, annual reports,
conversion notices, call notices, or other notices or written
materials of any kind (excluding stock certificates and dividend
and interest payments) received by the Custodian as registered
owner of Securities ("notices and materials"). The Trust and its
investment adviser have primary responsibility for taking action
on such notices and materials. Best efforts as used in this
Agreement shall mean the efforts reasonably believed in good
faith by the Custodian to be adequate in the circumstances.
Upon receipt of warrants or rights issued in connection with
the assets of the Trust, the Custodian shall enter into its
ledgers appropriate notations indicating such receipt and shall
notify the Trust of such receipt. However, the Custodian shall
have no obligation to take any other action with respect to such
warrants or rights, except as directed in Written or Oral
Instructions.
SECTION 15. The Custodian assumes no duty, obligation or
responsibility whatsoever with respect to Securities not
deposited with the Custodian.
SECTION 16. The Custodian acknowledges and agrees that all
books and records maintained for the Trust in any capacity under
this Agreement are the property of the Trust and may be inspected
by the Trust or any authorized regulatory agency at any
reasonable time. Upon request all such books and records will be
surrendered promptly to the Trust. The Custodian agrees to make
available upon request and to preserve for the periods prescribed
in Rule 31a-2 of the Investment Company Act of 1940 any records
related to services provided under this Agreement and required to
be maintained by Rule 31a-1 of such Act.
SECTION 17. The Custodian assumes only the duties and
obligations specifically set forth herein, and duties incidental
thereto normally performed by custodians of mutual funds. It
specifically assumes no responsibility for the management,
investment or reinvestment of the Securities from time to time
owned by the Trust, whether or not on deposit hereunder. The
responsibility for the proper and timely management, investment
and reinvestment of such Securities shall be that of the Trust
and its investment advisor.
The Custodian shall not be liable for any taxes, assessments
or governmental charges that may be levied or assessed upon the
Securities held by it hereunder, or upon the income therefrom.
Upon Written or Oral Instructions, the Custodian may pay any such
tax, assessment or charge and reimburse itself out of the monies
of the Trust or the Securities held hereunder.
The Custodian may rely upon the advice of counsel, who may be
counsel for the Trust or for the Custodian, and upon statements
of accountants, brokers or other persons believed by it in good
faith to be expert in the matters upon which they are consulted.
The Custodian shall not be liable for any action taken in good
faith reliance upon such advice or statements. The Custodian
shall not be liable for action taken in good faith in accordance
with any Written or Oral Instructions, request or advice of the
Trust or its officers, or information furnished by the Trust or
its officers. The Custodian shall not be liable for any non-
negligent action taken in good faith and reasonably believed by
it to be within the powers conferred upon it by this Agreement.
No liability of any kind, other than to the Trust, shall
attach to the Custodian by reason of its custody of the
Securities and cash of the Trust under this Agreement or
otherwise as a result of its custodianship. In the event that
any claim shall be made against the Custodian, it shall have the
right to pay the claim and reimburse itself from the assets of
the Trust in its hands; provided, however, that no such
reimbursement shall occur unless the Trust is notified of the
claim and is afforded an opportunity to defend the claim, if it
so elects. Except as otherwise provided herein, the Trust shall
further agree to indemnify and hold the Custodian harmless for
any loss, claim, damage, expense or liability arising out of the
custodian relationship under this Agreement; provided such loss,
claim, damage, expense or liability is not the direct result of
the Custodian's negligence or willful misconduct.
SECTION 18. Upon receipt of Written or Oral Instructions to
appoint a Sub-Custodian, which shall be deemed a Trust approval
of the appointment, the Custodian shall appoint one or more
banking institutions licensed and examined by the United States
or any state thereof as Sub- Custodian of Securities and cash of
the Trust from time to time; provided, however, that the
Custodian shall have requested appointment of a Sub-Custodian.
The Custodian shall have no liability to the Trust or any
other person by reason of any act or omission of any Sub-
Custodian, and the Trust shall indemnify the Custodian and hold
it harmless from and against any and all actions, suits and
claims, whether groundless or otherwise, and from and against any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising directly of indirectly out of or
in connection with the performance of any Sub-Custodian;
provided, however, that the Custodian shall, and hereby does,
assign to the Trust any and all claims for any losses, costs,
expenses, or damages that may be incurred by the Trust by reason
of the negligence, gross negligence or misconduct of any Sub-
Custodian, or by reason of the failure of a Sub-Custodian to
perform in accordance with any applicable agreement, including
instructions of the Custodian of the Trust. The Custodian shall
be under no obligation to prosecute or to defend any action, suit
or claim arising out of, or in connection with, the performance
of any Sub-Custodian, if, in the opinion of the Custodian's
counsel, such action will involve the Custodian in expense or
liability. The Trust shall, upon request, furnish the Custodian
with satisfactory indemnity against such expense or liability,
and upon request of the Custodian, the Trust shall assume the
entire defense of any action, suit, or claim subject to the
foregoing indemnity.
The Trust shall pay all fees and expenses of any Sub-
Custodian.
SECTION 19. This Agreement may be amended from time to time
without notice to or approval of the Shareholders by a written
supplemental agreement executed by the Trust and the Custodian.
SECTION 20. This Agreement may be terminated by either party
upon notice to the other. The termination shall become effective
at the time specified in the notice but no earlier than sixty
(60) days after the date of the notice. Upon notice of
termination, the Trust shall use its best efforts to obtain a
successor custodian. If a successor custodian is not appointed
within sixty (60) days after the date of the notice of
termination, the Board of Trustees of the Trust shall, by
resolution, designate the Trust as its own custodian. Each
successor custodian shall be a person qualified to serve under
the Investment Company Act of 1940, as amended from time to time.
Promptly following receipt of written notice from the Trust of
the appointment of a successor custodian and receipt of Written
or Oral Instructions, the Custodian shall deliver upon payment of
the Custodian's reasonable charges and disbursements and any
other amounts due all Securities and cash it then holds directly
to the successor custodian and shall, upon request of the Trust
and the successor custodian, execute and deliver to the successor
custodian an instrument approved by its counsel transferring to
the successor custodian all the rights, duties and obligations of
the Custodian, transfer to the successor custodian the originals
or copies of all books and records maintained by the Custodian
hereunder and cooperate with, and provide reasonable assistance
to, the successor custodian in the establishment of the books and
records necessary to carry out its responsibilities hereunder.
If the Trust's Board of Trustees fails to designate a successor
custodian or to designate the Trust as its own custodian within
sixty (60) days after the date of the notice of termination, the
Custodian may, at the expense of the Trust, apply to the Federal
District Court for the Commonwealth of Massachusetts for further
direction as to the disposition of the Trust's assets.
Notwithstanding the termination of this Agreement, the Custodian
shall be obligated to safeguard the assets of the Trust and may
change reasonable and customary fees for doing so pending receipt
by the court or the Trust of instructions for delivery of all
securities and cash held, but the Custodian shall have no
obligation to process any other transactions or perform any other
custodial functions following termination of this Agreement.
Upon delivery of the Securities and other assets of the Trust and
compliance with the other requirements of this SECTION 20, the
Custodian shall have no further duty or liability hereunder.
Every successor custodian appointed hereunder shall execute and
deliver an appropriate written acceptance of its appointment and
shall thereupon become vested with the rights, powers,
obligations and custody of the predecessor custodian.
SECTION 21. Nothing contained in this Agreement is intended
to or shall require the Custodian in any capacity hereunder to
perform any functions or duties on any holiday, weekend or
weekday on which the Custodian or the New York Stock Exchange is
closed or permitted by law to be closed. Functions or duties
normally scheduled to be performed on such days shall be
performed on, and as of, the next business day on which both the
New York Stock Exchange and the Custodian are open, unless
otherwise required by law.
SECTION 22. Unless otherwise agreed upon by the parties,
this Agreement shall become effective as of the date set forth on
the first page hereof.
SECTION 23. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same
instrument.
SECTION 24. This Agreement shall extend to and bind the
parties hereto and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by
the Trust without the written consent of the Custodian, or by the
Custodian without the written consent of the Trust, authorized or
approved by a resolution of the Trust's Board of Trustees.
Notwithstanding the foregoing, either party may assign this
Agreement without the consent of the other party so long as the
assignee is an affiliate, parent or subsidiary of the assigning
party and the assignee of the Custodian is qualified to serve as
custodian under the Investment Company Act of 1940, as amended
from time to time.
SECTION 25. This Agreement shall be governed by the laws of
the Commonwealth of Massachusetts.
WITNESS the following signatures:
CORE TRUST (DELAWARE)
BY: _________________________
Xxxx X. Xxxxxx
TITLE: President
FIRST NATIONAL BANK OF BOSTON
BY: _________________________
TITLE:________________________
Schedule A
Base Fee
Administrative Fee -
Transaction Fees
Minimum Fee
47180160.CQ7
