Exhibit 8(a)
CUSTODY AGREEMENT
AGREEMENT dated as of November 7, 1996 between The Munder Framlington Funds
Trust (the "Trust"), a Massachusetts business trust with its principal place of
business at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, on behalf of the investment
portfolios of the Trust identified on Schedule A attached hereto, (which may be
amended from time to time by attaching to Schedule A a revised list of
portfolios, dated and signed by an authorized representative of each party
hereto) (individually, a "Fund" and collectively, the "Funds"), and Comercia
bank (the "Custodian"), a Michigan banking corporation and a wholly-owned
subsidiary of Comercia Incorporated, with its principal place of business at One
Detroit Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx.
W I T N E S S E T H:
- - - - - - - - - -
That for and in consideration of the mutual promises hereinafter set forth,
the Trust and the Custodian agree as follows:
1. Definitions.
------------
Whenever used in this Agreement or in any Schedules to this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
(a) "Authorized Person" shall be deemed to include the Chairman of the
Board of Trustees, the President, and any Vice President, the
Secretary, the Treasurer or any other person, whether or not any such
person is an officer or employee of the Trust, duly authorized by the
Board of Trustees of the Trust to give Oral Instructions and Written
Instructions on behalf of a Fund and listed in the certification
annexed hereto as Appendix A or such other certification as may be
received by the Custodian from time to time.
(b) "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry
system for United States and federal agency securities, its successors
or successors and its nominee for nominees.
(c) "Certificate" shall mean any notice, instruction or other instrument
in writing, authorized or required by this Agreement to be given to
the Custodian, which is actually received by the Custodian and signed
on behalf of the Trust by any two Authorized Persons or any two
officers thereof.
(d) "Declaration of trust" shall mean the Declaration of Trust of the
Trust file with the Secretary of State of the Commonwealth of
Massachusetts on
October 30, 1996, as now in affect and as the same may be amended from
time to time.
(e) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17(a) of the Securities Exchange Act of 1934, as
amended, its successor or successors and its nominee or nominees, in
which the Custodian is hereby specifically authorized to make
deposits. The Term " Depository" shall further mean and include any
other person to be named in a Certificate authorized to act as a
depository under the 1940 Act, its successor or successors and its
nominee or nominees.
(f) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the Government of the United States or agencies or
instrumentalities thereof, commercial paper, bank certificates of
deposit, bankers' acceptances and short-term corporate obligations,
where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale,
and repurchase and reverse repurchase agreements with respect to any
of the foregoing types of securities.
(g) "Oral Instructions" shall mean verbal instructions actually received
by the Custodian from a person reasonably believed by the Custodian to
be an Authorized Person.
(h) "Prospectus" shall mean a Fund's current prospectus and statement of
additional information relating to the registration of the Fund's
Shares under the Securities Act of 1933, as amended.
(i) "Shares" refers to the shares of beneficial interest $.001 par value
per share of a Fund, as may be issued by the Fund from time to time.
(j) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, options
and other securities, commodity interests and investments, including
currency, from time to time of a Fund, including futures contracts,
forward contracts and options on futures contracts and forward
contracts.
(k) "Transfer Agent" shall mean the person which performs as the transfer
agent, dividend disbursing agent and shareholder servicing agent
functions for the Trust.
(l) "Written Instructions" shall mean a written communication actually
received by the Custodian signed by two Authorized Persons or form two
persons reasonably believed by the Custodian to be Authorized Persons
by telex or
2
facsimile machine or any other such system whereby the receiver of
such communication is able to verify through codes or otherwise with a
reasonable degree of certainty the authenticity of the sender of such
communication; however, "Written Instructions" form the Trust's
Administrator, First Data Investor Services Group, Inc., to the
Custodian shall mean an electronic communication transmitted by fund
accountants and their managers (who have been provided an access code
by the Administrator) and actually received by the Custodian.
(m) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to
time.
2. Appointment of Custodian.
-------------------------
(a) The Trust hereby constitutes and appoints the Custodian as custodian
of all the Securities and monies at the time owned by or in the
possession of the Funds during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
(c) The Custodian understands and acknowledges that the Trust intends to
issue Shares of separate series and classes, and may classify and
reclassify Shares of such series and classes. The Custodian shall
identify to each such series or class the property belonging to such
series or class and in such reports, confirmations and notices to the
Trust called for under this Agreement shall identify the series or
class to which such report, confirmation or notice pertains. In the
event the Trust establishes one or more portfolios other than the
Funds with respect to which the Trust wishes to retain the Custodian
to act as custodian, the Trust shall so notify the Custodian in
writing. If the Custodian is willing to render such services, the
Custodian shall notify the Trust in writing whereupon each portfolio
shall be deemed to be a Fund hereunder.
3. Compensation.
-------------
(a) The Trust will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as Schedule B and incorporated herein.
(b) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule B of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Officer or authorized
representative of each party hereto.
3
(c) The Custodian will xxxx the trust as soon as practicable after the
end of each calendar month, and said xxxxxxxx will be detailed in
accordance with the Fee Schedule for the Trust. The Trust will
promptly pay to the Custodian the amount of such billing. The
Custodian may charge against any monies held on behalf of a Fund
pursuant to this Agreement such compensation and any expenses incurred
by the Custodian (and reimbursable by the Fund) in the performance of
its duties pursuant to this Agreement. The Custodian shall also be
entitled to charge against any money held on behalf of a Fund pursuant
to this agreement the amount of any loss, damage, liability or expense
incurred with respect to the Fund, including reasonable counsel fees,
for which it shall be entitled to reimbursement under the provisions
of this Agreement.
The expenses which the Custodian may charge against such account
include, but are not limited to, the expenses of Sub-Custodians and
foreign branches of the Custodian incurred in settling transactions
outside of Detroit, Michigan or New York City, New York involving the
purchase and sale of Securities.
(d) Each Fund will use reasonable efforts to avoid cash overdrafts in its
account and will provide offsetting balances with respect to any cash
overdrafts that may occur from time to time.
4. Custody of Cash and Securities.
-------------------------------
(a) Receipt and Holding of Assets.
------------------------------
The Trust will deliver or cause to be delivered to the Custodian all
Securities and monies owned by the Funds, including cash received from the
issuance of Shares, at any time during the period of this Agreement. The
Custodian will not be responsible for such Securities and monies until
actually received by it. The Trust shall instruct the Custodian from time
to time in its sole discretion, by means of Written Instructions, or, in
connection with the purchase or sale of Money Market Securities, by means
of Oral Instructions or Written Instructions, as to the manner in which and
in what amounts Securities and monies are to be deposited on behalf of the
Funds in the Book-Entry System or a Depository and specifically allocated
on the books of the Custodian to the Funds; provided, however, that prior
to the initial deposit of Securities of the Funds in the Book-Entry System
or a Depository, including a deposit connection with the settlement of a
purchase or sale, the Custodian shall have received a Certificate or
Written Instructions specifically approving such deposits by the Custodian
in the Book-Entry System or a Depository. Securities and monies of the
Funds deposited in the Book-Entry System or the Depository will be
represented in accounts which include only assets held by the Custodian for
customers, including but not limited to accounts which the Custodian acts
in a fiduciary or representative capacity.
4
(b) Accounts and Disbursements. The Custodian shall establish and
---------------------------
maintain a separate account for each Fund and shall credit to the
separate account all monies received by it for the account of the
Fund and shall disburse the same only:
1. In payment for Securities purchased for the Fund, as provided in
Section 5 hereof;
2. Pursuant to Written Instructions, for the payment of any expense
or liability incurred by the Fund, including but not limited to
the following payments for the account of the Fund: interest,
taxes, management, accounting, transfer agent and legal fees and
operating expenses of the Fund whether or not such expenses are,
in whole or in part, to be capitalized or treated as deferred
expenses;
3. In payment of dividends or distributions with respect to the
Shares of the Fund, as provided in Section 7 hereof;
4. In payment of original issue or other taxes with respect to the
Shares of the Fund, as provided in Section 8 hereof;
5. In payment for Shares which have been redeemed by the Fund, as
provided in Section 8 hereof;
6. Pursuant to Written Instructions, setting forth the name and
address of the Fund and the person to whom the payment is to be
made, the amount to be paid and the purpose for which payment is
to be made;
7. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as provided
in Section 3(a) and Section 11(h) hereof, or
8. To a sub-custodian pursuant to Section 11(f) hereof.
(c) Confirmation and Statements. Promptly after the close of business on
----------------------------
each day, the Custodian shall furnish each Fund with confirmations and
a summary of all transfers to or from the account of the Fund during
said day. Where securities purchased by the Funds are in a tangible
bulk of securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's account on the books of a
Depository or the Book-Entry System, the Custodian shall by book entry
or otherwise identify the quantity of those securities belonging to
the Funds. At least monthly, the Custodian shall furnish each Fund
with a detailed statement of the Securities and monies held for the
Fund under this Agreement. The Custodian shall also furnish the Trust
with such periodic and special reports as the Trust may reasonably
request, and such other information as may be agreed upon from time to
time.
(d) Registration of Securities and Physical Separation. All Securities
---------------------------------------------------
held for the Funds which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held for the
Fund may be registered in the name of the Fund, in the name of any
duly appointed registered nominee of the
5
Custodian as the Custodian may from time to time determine, or in the name
of the Book-Entry System or a Depository or their successor or successors,
or their nominee or nominees. The Trust reserves the right to instruct the
Custodian as to the method of registration and safekeeping of the
Securities of the Funds. The Trust agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of its registered
nominee or in the name of the Book-Entry System or a Depository, any
Securities which it may hold for the account of the Funds and which may
from time to time be registered in the name of the Funds. The Custodian
shall hold all such Securities specifically allocated to a Fund which are
not held in the Book-Entry System or a Depository in a separate account for
the Fund in the name of the Fund physically segregated at all times from
those of any other person or persons.
(e) Segregated Accounts. Upon receipt of a Written Instruction the Custodian
--------------------
will establish segregated accounts on behalf of the Funds to hold liquid or
other assets as it shall be directed by a Written Instruction and shall
increase or decrease the assets in such segregated accounts only as it
shall be directed by subsequent Written Instruction.
(f) Collection of Income and Other Matters Affecting Securities. Unless
------------------------------------------------------------
otherwise instructed to the contrary by a Written Instruction, the
Custodian by itself, or through the use of the Book-Entry System or a
Depository with respect to Securities therein deposited, shall with respect
to all Securities held for the Funds in accordance with this Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed or retired, or
otherwise become payable. Notwithstanding the foregoing, the
Custodian shall have no responsibility to a Fund for monitoring or
ascertaining any call, redemption or retirement dates with respect
to put bonds which are owned by a Fund and held by the Custodian or
its nominees. Nor shall the Custodian have any responsibility or
liability to a Fund for any loss by a Fund for any missed payment or
other defaults resulting therefrom; unless the Custodian received
timely notification from the Fund specifying the time, place and
manner for the presentment of any such put bond owned by a Fund and
held by the Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability to a Fund for the accuracy or
completeness of any notification the Custodian may furnish to a Fund
with respect to put bonds;
3. Surrender Securities in temporary form for definitive Securities;
6
4. Execute any necessary declarations or certificates of ownership
under the Federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect;
5. Hold directly, or through the Book-Entry System or the Depository
with respect to Securities therein deposited, for the account of the
Funds all rights and similar Securities issued with respect to any
Securities held by the Custodian hereunder for the Funds;
6. Transmit promptly to the Trust any proxy statement, proxy materials,
notice of a call or conversion or similar communication received by
it as Custodian; and
7. Receive and hold for the account of each Fund all securities
received as a distribution on the Fund's portfolio of securities as
a result of a stock dividend, share split-up or reorganization,
recapitalization, readjustment or other rearrangement or
distribution of rights or similar securities issued with respect to
any portfolio securities belonging to the Fund.
(g) Delivery of Securities and Evidence of Authority. Upon receipt of Written
-------------------------------------------------
Instructions and not otherwise, except for subparagraphs 5, 6, and 7 of
this section 4(g) which may be effected by Oral or Written Instructions,
the Custodian, directly or through the use of the Book-Entry System or a
Depository, shall:
1. Execute and deliver or cause to be executed and delivered to such
persons as may be designated in such Written Instructions, proxies,
consents, authorizations, and any other instruments whereby the
authority of a Fund as owner of any Securities may be exercised;
2. Deliver or cause to be delivered any Securities held for a Fund in
exchange for other Securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for a Fund to
any protective committee, reorganization committee or other person
in connection with the reorganization, refinancing, merger,
consolidation or recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this Agreement
in the separate account for the Fund certificates of deposit,
interim receipts or other instruments or documents as may be issued
to it to evidence such delivery;
7
4. Make or cause to be made such transfers or exchanges of the assets
specifically allocated to the separate account of a Fund and take
such longer steps as shall be stated in Written Instructions to be
for the purpose of effecting any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
5. Deliver Securities owned by a Fund upon sale of such Securities
for the account of the a Fund pursuant to Section 5;
6. Deliver Securities owned by a Fund upon the receipt of payment in
connection with any repurchase agreement related to such Securities
entered into by the Fund;
7. Deliver Securities owned by a Fund to the issuer thereof, or its
agent, for transfer into the name of the Fund or into the name of
any nominee or nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 10(f) or into the
name or nominee name of any sub-custodian appointed pursuant to
Section 10(e); or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units; provided, however, that in any such case,
the new Securities are to be delivered to the Custodian;
8. Deliver Securities owned by a Fund to the broker for examination in
accordance with "street delivery" custom;
9. Deliver Securities owned by a Fund in accordance with the provisions
of any agreement among the Fund, the Custodian and any broker-dealer
or any similar organization or organizations relating to compliance
with the rules of any options clearing entity or securities or
commodities exchange, regarding escrow or other arrangements in
connection with transactions by the Fund;
10. Deliver Securities owned by a Fund in accordance with the provisions
of any agreement among the Fund, the Custodian, and a futures
commission merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity futures
Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Fund;
11. Deliver Securities owned by a Fund for delivery in connection with
any loans of securities made by the Fund but only against receipt of
adequate collateral as agreed upon form time to time by the
Custodian
8
and the Fund which may be in the form of cash or obligations issued
by the United States government, its agencies or instrumentalities;
12. Deliver Securities owned by a Fund for delivery as security in
connection with any borrowings by the Fund requiring a pledge of
Fund assets, but only against receipt of amounts borrowed;
13. Deliver Securities owned by a Fund upon receipt of Written
Instructions from the Fund for delivery to the Transfer Agent or to
the holders of Shares in connection with the distributions in kind,
as may be described from time to time in the Fund's Prospectus, in
satisfaction of requests by holders of Shares for repurchase or
redemption;
14. Deliver Securities as collateral in connection with short sales of
securities by a Fund;
15. Deliver Securities for any purpose expressly permitted by and in
accordance with procedures described in a Fund's Prospectus or
resolution adopted by its Board of Trustees signed by an Authorized
Person and certified by the Secretary of the Trust; and
16. Deliver Securities owned by a Fund or any other proper business
purpose, but only upon receipt of, in addition to Written
Instructions, a certified copy of a resolution of the Board of
Trustees signed by an Authorized Person and certified by the
Secretary of the Trust, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper business purpose, and naming
the person or persons to whom delivery of such Securities shall be
made.
(h) Endorsement and Collection of Checks, Etc. The Custodian is hereby
------------------------------------------
authorized to endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for the account of
a Fund; provided, however, that the Custodian shall not be liable
pursuant to this Agreement for any money, whether or not represented
by check, draft, or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian actually
receives and collects such money directly or by the final crediting of
the account representing the Fund's interest in the Book-Entry System
or the Depository.
5. Purchase and sale of Investments of a Fund.
------------------------------------------
(a) Promptly after each purchase of Securities for a Fund, the Fund shall
deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, Written Instructions
and (ii) with respect to each
9
purchase of Money Market Securities, either Written Instructions or
Oral Instructions, in either case specifying with respect to each
purchase: (1) the name of the issuer and the title of the Securities;
(2) the number of shares or the principal amount purchased and accrued
interest, if any; (3) the date of purchase and settlement; (4) the
purchase price per unit; (5) the total amount payable upon such
purchase; (6) the name of the person from whom or the broker through
whom the purchase was made, if any; (7) whether or not such purchase
is to be settled through the Book-Entry System or a Depository; and
(8) whether the Securities purchased are to be deposited in the Book-
Entry System or Depository; and (8) whether the Securities purchased
are to be deposited in the Book-Entry System or a Depository. The
Custodian shall receive the Securities purchased by or for the Fund
and upon receipt of Securities or, as appropriate, a copy of the
broker's or dealer's confirmation or payee's invoice, shall pay out of
the monies held for the account of the Fund the total amount payable
upon such purchase, provided that the same conforms to the total
amount payable as set forth in such Written or Oral Instructions.
(b) Promptly after each sale of Securities of a Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of Securities
which are not Money Market Securities, Written Instructions, and (ii)
with respect to each sale of Money Market Securities, either Written
Instructions or Oral Instructions, in either case specifying with
respect to such sale: (1) the name of the issuer and the title of the
Securities; (2) the number of shares or principal amount sold, and
accrued interest, if any; (3) the date of sale; (4) the sale price per
unit; (5) the total amount payable to the Fund upon such sale; (6) the
name of the broker through whom or the person to whom the sale was
made; and (7) whether or not such sale is to be settled through the
Book-Entry System or a Depository. The Custodian shall deliver or
cause to be delivered the Securities to the broker or other person
designated by the Fund upon receipt for the total amount payable to
the Fund upon such sale, provided that the same conforms to the total
amount payable to the Fund as set forth in such Written or Oral
Instructions. Subject to the foregoing, the Custodian may accept
payment in such form as shall be satisfactory to it, and is customary
among dealers in Securities, and may deliver Securities and arrange
for payment in accordance with the customs prevailing among dealers in
Securities.
6. Lending of Securities.
---------------------
(a) If the Trust is permitted by the terms of its Declaration of Trust
and, as disclosed in its Prospectus to lend Securities, within 24
hours after each loan of Securities, a Fund, shall deliver to the
Custodian Written Instructions specifying with respect to each such
loan: (i) the name of the issuer and the title of the Securities; (ii)
the number of shares or the principal amount loaned;
10
(iii) the date of loan and delivery; (iv) the total amount to be
delivered to the Custodian and specifically allocated against the loan
of the Securities, including the amount of cash collateral and the
premium, if any, separately identified; (v) the name of the broker,
dealer or financial institution to which the loan was made; and (vi)
whether the Securities loaned are to be delivered through the Book-
Entry System or a Depository.
(b) Promptly after each termination of a loan of Securities, a Fund shall
deliver to the Custodian Written Instructions specifying with respect
to each such loan termination and return of Securities: (i) the name
of the issuer and the title of the Securities to be returned; (ii) the
number of shares or the principal amount to be returned; (iii) the
date of termination; (iv) the total amount to be delivered by the
Custodian (including the cash collateral for such Securities minus any
offsetting credits as described in said Written Instructions); (v) the
name of the broker, dealer or financial institution from which the
Securities will be returned from the broker, dealer or financial
institution to which such Securities were loaned and upon receipt
thereof shall pay the total amount payable upon such return of
Securities as set forth in the Written Instructions. Securities
returned to the Custodian shall be held as they were prior to such
loan.
7. Payment of Dividends or Distributions.
-------------------------------------
(a) The Trust shall furnish to the Custodian Written Instructions (i)
authorizing the declaration of dividends or distributions with respect
to a Fund on a specified periodic basis and specifying the date of the
declaration of such dividend or distribution, the date of payment
thereof, the record date as of which shareholders entitled to payment
shall be determined, and the total amount payable to the Transfer
Agent on the payment date, or (ii) setting forth the date of
declaration of any distribution by the Fund, the date of payment shall
be determined, and the total amount payable to the Transfer Agent on
the payment date.
(b) Upon the payment specified in such Written Instructions, the Custodian
shall pay to the Transfer Agent out of monies specifically allocated
to and held for the account of a Fund the total amount payable to the
Transfer Agent. In lieu of paying the Transfer Agent cash dividends
and distributions, the Custodian may arrange for the direct payment of
cash dividends and distributions to Shareholders by the Custodian in
accordance with such procedures and controls as are mutually agreed
upon from time to time by and among the Trust, the Custodian and the
Transfer Agent.
8. Sale and Redemption of Shares of the Trust.
------------------------------------------
11
(a) Whenever a Fund shall sell any Shares, the Fund shall deliver or cause to
be delivered to the Custodian Written Instructions duly specifying:
1. The number of Shares sold, trade date, and price; and
2. The amount of money to be received by the Custodian for the sale of
such Shares.
The Custodian understands and agrees that Written Instructions may be
furnished subsequent to the purchase of Shares of the Fund and that the
information contained therein will be derived from the sales of Shares as
reported to the Fund by the Transfer Agent.
(b) Upon receipt of such money from the Transfer Agent, the Custodian shall
credit such money to the separate account of the Fund.
(c) Upon issuance of any Shares in accordance with the foregoing provisions of
this Section 8, the Custodian shall pay all original issue or other taxes
required to be paid in connection with such issuance upon the receipt of
Written Instructions specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares are redeemed, the Fund
shall cause the Transfer Agent to promptly furnish to the Custodian Written
Instructions, specifying:
1. The number of Shares redeemed; and
2. The amount to be paid for the Shares redeemed.
The Custodian further understands that the information contained in such
Written Instructions will be derived from the redemption of Shares as
reported to the Fund by the Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting forth the number of
Shares received by the Transfer Agent for redemption and that such Shares
are valid and in good form for redemption, the Custodian shall make payment
to the Transfer Agent of the total amount specified in Written Instructions
issued pursuant to paragraph (d) of this Section 8. In lieu of paying the
Transfer Agent said redemption proceeds as stated, the Custodian may
arrange for the direct payment of said proceeds to Shareholders by the
Custodian in accordance with such procedures and controls as are mutually
agreed upon from time to time by and among the Trust, the Custodian and the
Transfer Agent.
(f) Notwithstanding the above provision regarding the redemption of Shares,
whenever such Shares are redeemed pursuant to any check redemption
privilege which may from time to time be offered by the Fund, the
Custodian,
12
unless otherwise instructed by Written Instructions, shall honor the check
presented as part of such check redemption privilege out of the monies
specifically allocated to the Fund in such advice for such purpose.
9. Indebtedness.
------------
(a) The Trust will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which a Fund borrows money, a notice or
undertaking in the form currently employed by any bank setting forth
the amount which such bank will loan to the Fund and the amount of
collateral, if any, required for such loan. The Trust shall promptly
deliver to the Custodian Written Instructions stating with respect to
each such borrowing: (i) the name of the bank; (ii) the amount and
terms of the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund, or
other loan agreement or evidence of indebtedness; (iii) the time and
date, if known, on which the loan is to be entered into (the
"Borrowing date"); (iv) the date on which the loan becomes due and
payable; (v) the total amount payable to the Fund on the Borrowing
Date; (vi) the market value of Securities, if any, to be delivered as
collateral for such loan, including the name of the issuer, the title
and the number of shares or the principal or other amount of any
particular Securities; (vii) whether the Custodian is to deliver such
collateral through the Book-Entry System or a Depository; and (viii) a
statement that such loan is in conformance with the 1940 Act and the
Fund's Prospectus.
(b) Upon receipt of the Written Instructions referred to in subparagraph
(a) above, the Custodian shall deliver on the Borrowing Date the
specified collateral (if any) against delivery by the lending bank of
the total amount of the loan payable, provided that the same conforms
to the total amount payable as set forth in the Written Instructions.
The Custodian may, at the option of the lending bank (unless the
lending bank has not been appointed a custodian or sub-custodian of
the Fund's assets, in which case the Custodian must), keep any such
collateral in its possession, but such collateral shall be subject to
all rights therein given the lending bank by virtue of any promissory
note or loan agreement. The Custodian shall deliver as additional
collateral in the same manner as directed by the Fund from time to
time such Securities specifically allocated to such Fund as may be
specified in Written Instructions to collateralize further any
transaction described in this Section 9. The Fund shall cause all
Securities released from collateral status be returned directly to the
Custodian, and the Custodian shall receive from time to time such
return of collateral as may be tendered to it. In the event that the
Trust fails to specify in Written Instructions all of the information
required by this Section 9, the Custodian shall not be under any
obligation to deliver any Securities. Collateral returned to the
Custodian shall be held hereunder as it was prior to being used as
collateral.
13
10. Persons Having Access to Assets of the Fund.
-------------------------------------------
(a) No Trustee, officer, employee or agent of the Trust, and no officer,
Director, employee or agent of a Fund's investment advisers, or any
sub-investment adviser of a Fund, or of a Fund's administrator, shall
have physical access to the assets of the Fund held by the Custodian
or be authorized or permitted to withdraw any investments of the Fund,
nor shall the Custodian deliver any assets of the Fund to any such
person. No officer, director, employee or agent of the Custodian who
holds any similar position with a Fund's investment advisers, with any
sub-investment adviser of a Fund or with a Fund's administrator shall
have access to the assets of the Fund.
(b) The individual employees of the Custodian duly authorized by the
Board of Directors of the Custodian to have access to the assets of
the Funds are listed in the certification annexed hereto as Appendix
A. The Custodian shall advise the Funds of any change in the
individuals authorized to have access to the assets of the Fund by
written notice to the Fund accompanied by a certified copy of the
authorizing resolution of the Custodian's Board of Directors approving
such change.
(c) Nothing in this Section 10 shall prohibit any officer, employee or
agent of the Company, or any officer, director, employee or agent of
the investment advisers, of any sub-investment adviser of the Funds or
of the Funds' administrator, form giving Oral Instructions or Written
Instructions to the Custodian or executing a Certificate so long as it
does not result in delivery of or access to assets of a Fund
prohibited by paragraph (a) of this Section 10.
11. Concerning the Custodian.
------------------------
(a) Standard of Conduct. In the performance of its duties hereunder, the
-------------------
Custodian shall be obligated to exercise care and diligence and to act
in good faith and to use its best efforts within reasonable limits to
insure the accuracy and completeness of all services under this
Agreement. Except as otherwise provided herein, neither the Custodian
nor its nominee shall be liable for any loss or damage, including
counsel fees, resulting from its action or omission to act or
otherwise, except for any such loss or damage arising out of its
negligence, misfeasance or willful misconduct or that of its employees
or agents. The Custodian may, with respect to questions of law, apply
for and obtain the advice and opinion of counsel to the Trust or of
its own counsel, at the expense of the Trust, and shall be fully
protected with respect to anything done or omitted by it in good faith
in conformity with such advice or opinion. The Custodian shall be
liable to the Funds for any loss or damage resulting form the use of
the Book-Entry System or a Depository arising by reason of
14
any negligence, misfeasance or willful misconduct on the part of the
custodian or any of its employees or agents.
(b) Limit of Duties. Without limiting the generality of the foregoing, the
---------------
Custodian shall be under no duty or obligation to inquire into, and shall
not be liable for:
1. The validity of the issue of any Securities purchased by the Funds,
the legality of the purchase thereof, or the propriety of the amount
paid therefor;
2. The legality of the sale of any Securities by the Funds or the
propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or the sufficiency
of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor;
5. The legality of the declaration or payment of any distribution of
any Fund; or
6. The legality of any borrowing.
(c) No Liability Until Receipt. The Custodian shall not be liable for, or
--------------------------
considered to be the Custodian of, any money, whether or not represented by
any check, draft, or other instrument for the payment of money, received by
it on behalf of a Fund until the Custodian actually receives and collects
such money directly or by the final crediting of the account representing
the Fund's interest in the Book-Entry System or a Depository.
(d) Amounts Due from Transfer Agent. The Custodian shall not be under any duty
-------------------------------
or obligation to take action to effect collection of any amount due to the
funds from the Transfer Agent nor to take any action to effect payment or
distribution by the Transfer Agent of any amount paid by the Custodian to
the Transfer Agent in accordance with this Agreement.
(e) Collection Where Payment Refused. The Custodian shall not be under any
--------------------------------
duty or obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default, or if
payment is refused after the due demand or presentation, unless and until
(i) it shall be directed to take such action by a Certificate and (ii) it
shall be assured to its satisfaction of reimbursement of its costs and
expenses in connection with any
15
such action. The Custodian shall give the Funds prompt notice of each such
event.
(f) Appointment of Sub-Custodians. In connection with its duties under this
-----------------------------
Agreement, the Custodian may, at its own expense, enter into sub-custodian
agreements with other domestic banks or trust companies for the receipt of
certain securities and cash to be held by the Custodian for the accounts of
the Funds pursuant to this Agreement; provided that each such bank or trust
company complies with all relevant provisions of the 1940 Act, applicable
state securities laws and the rules and regulations thereunder. The
custodian shall remain responsible for the performance of all of its duties
under this Agreement and shall hold the Trust harmless from the acts and
omissions, under the standards of care provided for herein, of any domestic
bank or trust company that it might choose pursuant to this Section. The
parties hereto acknowledge that they intend to enter into a Sub-Custodian
Agreement with Xxxxxx Xxxxxxx Trust Company or another institution
agreeable to them providing for the custody of certain securities outside
the United States in accordance with Rule 17f-5 under the 1940 Act.
(g) No Duty to Ascertain Authority. The Custodian shall not be under any duty
------------------------------
or obligation to ascertain whether any Securities at any time delivered to
or held by it for the Fund are such as may properly be held by the Fund
under the provisions of the Declaration of Trust and the Prospectus.
(h) Reliance on Certificates and Instructions. The custodian shall be entitled
-----------------------------------------
to rely upon any Certificate, notice or other instrument in writing
received by the Custodian and reasonably believed by the Custodian to be
genuine and to be signed by two officers of the Trust or Authorized
Persons. The Custodian shall be entitled to rely upon any Written or Oral
Instructions actually received by the Custodian pursuant to the applicable
Sections of this Agreement and reasonably believed by the Custodian to be
genuine and to be given by an Authorized Person in the case of Oral
Instructions or two Authorized Persons in the case of Written Instructions.
The Trust agrees to forward the Custodian Written Instructions form two
Authorized Persons confirming such Oral Instructions in such manner so that
such Written Instructions are received by the Custodian, whether by hand or
delivery, telex or otherwise, by the close of business on the same day that
such Oral Instructions are given to the Custodian. The Trust agrees that
the fact that such confirming instructions are not received by the
custodian shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Trust. The
Trust agrees that the Custodian shall incur no liability to the Trust in
acting upon Oral Instructions given to the Custodian hereunder concerning
such transactions provided such instructions reasonably appear to have been
received from a duly Authorized Person.
16
(i) Books and Records. The books and records pertaining to the Trust
-----------------
which are now or hereafter in the possession of the Custodian shall be
the property of the Trust. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable securities
laws and regulations and shall, to the extent practicable, be
maintained separately for each Fund of the Trust. The Trust, the
Trust's authorized representatives and auditors shall have access to
such books and records at all times during the Custodian's normal
business hours. Upon the reasonable request of the Trust, copies of any
such books and records shall be provided by the custodian to the Trust
or the Trust's authorized representatives at the Trust's expense.
The Custodian shall provide the Trust with any report obtained by the
Custodian on the system of internal accounting control of the Book-
Entry System or a Depository and with such reports on its own systems
of internal accounting control in accordance with the requirements of
the 1940 Act and as the Trust may reasonably request from time to time.
(j) Cooperation with Accountants. The Custodian shall cooperate with the
----------------------------
Trust's independent public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such
accountants for the expression of their opinions, as such may be
required from time to time by the Trust.
(k) Compliance with Governmental Rules and Regulations. The Custodian
--------------------------------------------------
shall comply with all applicable requirements of the federal securities
and commodities laws, and any other laws, rules and regulations of
governmental authorities having jurisdiction with respect to the duties
to be performed by the custodian hereunder. Except as specifically set
forth herein, the Custodian assumes no responsibility for such
compliance by the Trust.
12. Term and Termination.
--------------------
(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter
until terminated pursuant to paragraph (b) of this Section 12.
(b) Either of the parties hereto may terminate this Agreement at any time
by giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than 60 days after the
date of receipt of such notice. In the event such notice is given by
the Trust, it shall be accompanied by a certified resolution of the
Board of Trustees of the Trust, electing to terminate this Agreement
and designating a successor custodian or custodians, which shall be a
person qualified to so act under the 1940 Act.
17
In the event such notice is given by the Custodian, the Trust shall,
on or before the termination date, deliver to the Custodian a
certified resolution of the Board of Trustees of the Trust,
designating a successor custodian or custodians. In the absence of
such designation by the Trust, the Custodian may designate a successor
custodian, which shall be a person qualified to so act under the 0000
Xxx. If the Trust fails to designate a successor custodian, the Trust
shall upon the specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all Securities
(other than Securities held in the Book-Entry System and other
securities held in uncertificated form which cannot be delivered to
the Trust) and monies then owned by the Trust, be deemed to be its own
custodian and the Custodian shall thereby be relieved of all duties
and responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System and other
uncertificated securities which cannot be delivered to the Trust.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 12, this Agreement shall terminate to the extent specified in
such notice, and the Custodian shall upon receipt of a notice of
acceptance by the successor custodian deliver directly to the
successor custodian on that date all Securities and monies then held
by the Custodian on behalf of the Trust, after deducting all fees,
expenses and other amounts the payment or reimbursement of which it
shall then be entitled.
13. Miscellaneous.
-------------
(a) Annexed hereto as Appendix A is a certification signed by two of the
present officers of the Trust setting forth the names and the
signatures of the present Authorized Persons. The Trust agrees to
furnish to the Custodian a new certification in similar form in the
event that any such present Authorized Person ceases to be such an
Authorized Person or in the event that other or additional Authorized
Persons are elected or appointed. Until such new certification shall
be received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon Oral Instructions or signatures
of the present Authorized Persons as set forth in the last delivered
certification.
(b) Annexed hereto as Appendix B is a certification signed by the present
officers of the Trust setting forth the names and the signatures of
the three present officers of the Trust. The Trust agrees to furnish
to the Custodian a new certification in similar form in the event any
such present officer ceases to be an officer of the Trust or in the
event that other or additional officers are elected or appointed.
Until such new certification shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon
the signature of the officers as set forth in the last delivered
certification.
18
(c) Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at
000 Xxxx Xxxxxxxxx, 0xx Xxxxx XxxxxxXxxxx Mail Code 3438, Xxxxxxx, Xxxxxxxx
00000, Attn: Xxxxx Xxxx or at such other place as the Custodian may from
time to time designate in writing.
(d) Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Trust, shall be sufficiently given if
addressed to the Company and mailed or delivered to Xxx X. Xxxxxx,
President, The Munder Framlington Funds Trust, 000 Xxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxxx 00000, or to such other place as the Trust may
from time to time designate in writing.
(e) This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement, (i) authorized and approved by a resolution of the Board of
Trustees of the Trust, including a majority of the members of the Board of
Directors of the Company who are not "interested persons" of the Trust (as
defined in the 1940 Act), or (ii) authorized and approved by such other
procedures as may be permitted or required by the 1940 Act.
(f) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the 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 Board of
Trustees of the Trust, and any attempt assignment without such written
consent shall be null and void.
(g) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
(h) The captions of the Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(i) This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
years first above written.
THE MUNDER FRAMLINGTON FUNDS TRUST
By: /s/ Xxxx Xxxx Xxxxx
----------------------------------------
Name: Xxxx Xxxx Xxxxx
Title: Secretary and Assistant Treasurer
COMERCIA BANK
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
20
SCHEDULE A
LIST OF FUNDS
Munder Framlington Emerging Markets Fund
Munder Framlington Healthcare Fund
Munder Framlington International Growth Fund
COMERCIA BANK
By: /s/ Xxxxx Xxxx
-----------------------------
Title: Vice President
THE MUNDER FRAMLINGTON FUNDS TRUST
By: /s/ Xxxx Xxxx Xxxxx
-----------------------------
Title: Secretary and Assistant Treasurer
21
SCHEDULE B
FEE SCHEDULE
Annual fee
----------
Computed daily and payable monthly based on the aggregate average daily net
assets of The Munder Framlington Funds Trust.
First $100 million of net assets .03%
Next $500 million of net assets .02%
Over $600 million of net assets .01%
Transition Charges
------------------
DTC Trades $2.00 per trade
Fed Book Entry Trade $12.00 per trade
U.S. Physical Trade $25.00 per trade
22
APPENDIX A
I, Xxxx X. Xxxxx, Secretary of The Munder Framlington Funds Trust, a
Massachusetts Business Trust (the "Trust") do hereby certify that:
The individuals shown on Exhibit A attached hereto have been duly
authorized as Authorized Persons to give Oral Instructions and Written
Instructions on behalf of the Trust and the signatures set forth opposite their
respective names are their true and correct signatures.
The Munder Framlington Funds Trust
/s/ Xxxx X. Xxxxx
----------------------------------
Xxxx X. Xxxxx, Secretary
23
EXHIBIT A
NAME SIGNATURE
Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Xxxxxx Xxxxx
Xxxxxxx X. Xxxx XX /s/ Xxxxxxx Xxxx
--------------------------------------------
Xxxxxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxx
Xxx Xxxxxx /s/ Xxx Xxxxxx
--------------------------------------------
Xxxx Xxxx
Xxxxx XxXxxx
Xxxx X. Xxxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxx
Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxx X. Xxxxxxxx, Xx. /s/ Xxxx X. Xxxxxxxx, Xx.
--------------------------------------------
Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxxx
Xxxx Xxxxxxx
Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx
--------------------------------------------
Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxx X. Xxxxxx /s/ Xxx X. Xxxxxx
--------------------------------------------
Xxxx Xxxxx /s/ Xxxx Xxxxx
--------------------------------------------
Xxxxxx Xxxx
Xxxxx Xxxxx /s/ Xxxxx Xxxxx
--------------------------------------------
D. Xxxx Xxxxxxxxxx /s/ D. Xxxx Xxxxxxxxxx
--------------------------------------------
Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxx
--------------------------------------------
Xxxx X. Xxxxx /s/ Xxxx X. Xxxxx
--------------------------------------------
Xxxxx Xxxx /s/ Xxxxx Xxxx
--------------------------------------------
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Xxxx Xxxxxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
00
XXXXXXXX X
I, Xxxx X. Xxxxx, Secretary of The Munder Framlington Funds Trust, a
Massachusetts Business Trust (the "Trust"), do hereby certify that:
The following individuals serve in the following positions with the Trust
and each individual has been duly elected or appointed to each such position and
qualified therefor in conformity with the Trust's Declaration of Trust and the
signatures set forth opposite their respective names are their true and correct
signatures:
NAME POSITION SIGNATURE
Xxxxxxx X. Xxxxxxx Chairman of the Board of
Trustees
Xxxx X. Xxxxxxx, Xx. Vice Chairman
Xxx X. Xxxxxx President /s/ Xxx X. Xxxxxx
-----------------------------
Vice President Chief
Xxxxx X. Xxxxxxx Financial Officer and /s/ Xxxxx X. Xxxxxxx
-----------------------------
Treasurer
Xxxxxxx X. Xxxx XX Vice President /s/ Xxxxxxx X. Xxxx XX
-----------------------------
Xxx X. Xxxxxxxx Vice President /s/ Xxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx Vice President /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxx Vice President /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Xxxx X. Xxxxxx Vice President /s/ Xxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx Vice President /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxx Assistant Treasurer
Xxxx X. Xxxxx Secretary and Assistant /s/ Xxxx X. Xxxxx
Treasurer -----------------------------
Xxxxxx X.X. Xxxxxx Assistant Secretary
25
