Exhibit 8(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBCUSTODY AGREEMENT
AGREEMENT dated as of September 24, 1997, between NATIONAL BANK OF
COMMERCE, a corporation organized under the laws of the State of Nebraska,
having its principal place of business at 0000 X Xxxxxx, Xxxxxxx, XX (the
"Custodian"), and THE NORTHERN TRUST COMPANY (the "Subcustodian"), an Illinois
company with its principal place of business at 00 Xxxxx XxXxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000. The Custodian has been appointed to serve as custodian
for GREAT PLAINS FUNDS, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Fund") pursuant to a custody agreement with
the Fund, and desires to appoint the Subcustodian as its subcustodian pursuant
to the terms of this Agreement.
W I T N E S S
E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Custodian and the Subcustodian 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 any officer or employee
of the Custodian , duly authorized by the board of directors of the
Custodian to give Instructions on behalf of the Custodian and listed in
the certification annexed hereto as Schedule A or such other certification
as may be received by the Subcustodian from time to time pursuant to
Section 18(a).
(b) "Board of Directors" shall mean the Board of Directors or Trustees of
the Fund.
(c) "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry
system for United States and federal agency securities, its successor or
successors and its nominee or nominees.
(d) "Delegate of the Fund" shall mean and include any entity to whom
the Board of Directors of the Fund has delegated any responsibility
under Rule 17f-5.
(e) "Depository" shall mean The Depository Trust Company, a clearing
agency registered with the Securities and Exchange Commission under
Section 17(a) of the Securities Exchange Act of 1934, as amended, its
successor or successors and its nominee or nominees, the use of which is
hereby specifically authorized. The term "Depository" shall further mean
and include any other person named in an Instruction and approved by the
Fund to act as a depository in the manner required by Rule 17f-4 of the
1940 Act, its successor or successors and its nominee or nominees.
(f) "Fund" shall mean Great Plains Funds, a business trust organized under
the laws of the Commonwealth of Massachusetts.
(g) "Instruction" shall mean written (including telecopied, telexed, or
electronically transmitted in a form that can be converted to print) or
oral instructions actually received by the Subcustodian which the
Subcustodian reasonably believes were given by an Authorized Person. An
Instruction shall also include any instrument in writing actually received
by the Subcustodian which the Subcustodian reasonably believes to be
genuine and to be signed by any two officers of the Custodian, whether or
not such officers are Authorized Persons. Except as otherwise provided in
this Agreement, "Instructions" may include instructions given on a
standing basis.
(h) "1940 Act" shall mean the Investment Company Act of 1940, and the
Rules and Regulations thereunder, all as amended from time to time.
(i) "Portfolio" refers to each of the separate and distinct investment
portfolios of the Fund which the Custodian and the Subcustodian shall have
agreed in writing shall be subject to this Agreement, as identified in
Schedule B hereto.
(j) "Rule 17f-5" shall mean Rule 17f-5 under the 1940 Act.
(k) "Shares" refers to shares of the Fund.
(l) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodity interests and investments from time to time owned by
the Fund and held in a Portfolio.
(m) "Sub-Agent" shall mean and include (i) any branch of the Subcustodian,
(ii) any "eligible foreign custodian," as that term is defined in Rule
17f-5 under the 1940 Act, approved by the Fund or a Delegate of the Fund
in the manner required by Rule 17f-5, and (iii) any securities depository
or clearing agency, incorporated or organized under the laws of a country
other than the United States, which securities depository or clearing
agency has been approved by the Fund or a Delegate of the Fund in the
manner required by Rule 17f-5; provided, that the Subcustodian or a
Sub-Agent is included in the Subcustodian's global custody network.
(n) "Transfer Agent" shall mean the person which performs as the transfer
agent, dividend disbursing agent and shareholder servicing agent for the
Fund.
2. APPOINTMENT OF SUBCUSTODIAN.
(a) The Custodian hereby constitutes and appoints the Subcustodian as
custodian of all the Securities and moneys owned by or in the possession
of a Portfolio during the period of this Agreement which are delivered to
it by the Custodian.
(b) The Subcustodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
3. APPOINTMENT AND REMOVAL OF SUB-AGENTS.
(a) The Subcustodian may appoint one or more Sub-Agents to act as
Depository or Depositories or as Sub-Agent or Sub-Agents of Securities and
moneys at any time held in any Portfolio, upon the terms and conditions
specified in this Agreement. The Subcustodian shall oversee the
maintenance by any Sub-Agent of any Securities or moneys of any Portfolio.
(b) The Agreement between the Subcustodian and each Sub-Agent described in
clause (ii) or (iii) of Section 1(m) and acting hereunder shall contain
the provisions required by Rule 17f-5 under the 1940 Act.
(c) Prior to the Subcustodian's use of any Sub-Agent described in clause
(ii) or (iii) of Paragraph 1(m), the Fund or a Delegate of the Fund must
approve such Sub-Agent in the manner required by Rule 17f-5 and provide
the Custodian with satisfactory evidence of such approval, which the
Custodian shall forward to the Subcustodian.
(d) The Subcustodian shall promptly take such steps as may be required to
remove any Sub-Agent that has ceased to be an "eligible foreign custodian"
or has otherwise ceased to meet the requirements under Rule 17f-5. If the
Subcustodian intends to remove any Sub-Agent previously approved by the
Fund or a Delegate pursuant to paragraph 3(c), and the Subcustodian
proposes to replace such Sub-Agent with a Sub-Agent that has not yet been
approved by the Fund or a Delegate of the Fund, it will so notify the
Custodian and provide it with information reasonably necessary for the
Fund to determine such proposed Sub-Agent's eligibility under Rule 17f-5,
including a copy of the proposed agreement with such Sub-Agent. The Fund
shall at the meeting of the Board of Directors next following receipt of
such notice and information, or a Delegate of the Fund shall promptly,
determine whether to approve the proposed Sub-Agent and will promptly
thereafter give written notice of the approval or disapproval of the
proposed action, which the Custodian shall forward to the Subcustodian.
(e) The Subcustodian hereby warrants to the Custodian that in its opinion,
after due inquiry, the established procedures to be followed by each
Sub-Agent (that is not a foreign securities depository or clearing agency)
in connection with the safekeeping of property of a Portfolio pursuant to
this Agreement afford reasonable care for the safekeeping of such property
based on the standards applicable in the relevant market.
4. Delegation of Foreign Custody Management
(a) The Fund, by separate written instrument to be included as Schedule F
(as amended from time to time) to this Agreement, has or will delegate to
the Subcustodian the responsibilities set forth in subparagraph (b) below
of this Section 4, in accordance with Rule 17f-5, with respect to foreign
custody arrangements for the Fund's existing and future investment
portfolios, except that the Subcustodian shall not have such
responsibility with respect to central depositories and clearing agencies
or with respect to custody arrangements in the countries listed on
Schedule D, attached hereto, as that Schedule may be amended from to time
by notice to the Fund.
(b) With respect to each arrangement with any foreign custodian (a
"Foreign Custodian") regarding the assets of any investment portfolio of
the Fund for which the Subcustodian has responsibility under this Section
4, the Subcustodian shall:
(i) determine that the Fund's assets will be subject to reasonable
care, based on the standards applicable to custodians in the
relevant market, if maintained with the Foreign Custodian, after
considering all factors relevant to the safekeeping of such assets;
(ii) determine that the written contract with such Foreign Custodian
governing the foreign custody arrangements complies with the
requirements of Rule 17f-5 and will provide reasonable care for the
Fund's assets;
(iii) establish a system to monitor the appropriateness of
maintaining the Fund's assets with such Foreign Custodian and the
contract governing the Fund's foreign custody arrangements;
(iv) provide to the Custodian and the Fund's Board of Directors, at
least annually, written reports notifying the Custodian and Board of
the placement of the Fund's assets with a particular foreign
custodian and periodic reports of any material changes to the Fund's
foreign custodian arrangements; and
(v) withdraw the Fund's assets from any Foreign Custodian as soon as
reasonably practicable, if the foreign custody arrangement no longer
meets the requirements of Rule 17f-5.
5. USE OF SUB-AGENTS.
With respect to property of a Portfolio which is maintained by the
Subcustodian in the custody of a Sub-Agent pursuant to Section 3:
(a) The Subcustodian will identify on its books as belonging to the
particular Portfolio any property held by such Sub-Agent.
(b) In the event that a Sub-Agent permits any of the Securities placed in
its care to be held in an eligible foreign securities depository, such
Sub-Agent will be required by its agreement with the Subcustodian to
identify on its books such Securities as being held for the account of the
Subcustodian as a custodian for its customers.
(c) Any Securities held by a Sub-Agent will be subject only to the
instructions of the Subcustodian or its agents; and any Securities held in
an eligible foreign securities depository for the account of a Sub-Agent
will be subject only to the instructions of such Sub-Agent.
(d) The Subcustodian will only deposit property of a Portfolio in an
account with a Sub-Agent which includes exclusively the assets held by the
Subcustodian for its customers, and will cause such account to be
designated by such Sub-Agent as a special custody account for the
exclusive benefit of customers of the Subcustodian.
6. COMPENSATION.
(a) The Custodian will compensate the Subcustodian for its services
rendered under this Agreement in accordance with the fees set forth in the
Fee Schedule annexed hereto as Schedule C and incorporated herein. Such
Fee Schedule does not include out-of-pocket disbursements of the
Subcustodian for which the Subcustodian shall be entitled to xxxx
separately; provided that out-of-pocket disbursements may include only the
items specified in Schedule C.
(b) If the Custodian requests that the Subcustodian act as Subcustodian
for any Portfolio hereafter established, at the time the Subcustodian
commences serving as such for said Portfolio, the compensation for such
services shall be reflected in a fee schedule for that Portfolio, dated
and signed by an officer of each party hereto, which shall be attached to
or otherwise reflected in Schedule C of this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time to time
by attaching to Schedule C, or replacing Schedule C with, a revised Fee
Schedule, dated and signed by an officer of each party hereto.
(d) The Subcustodian will xxxx the Custodian for its services to each
Portfolio hereunder as soon as practicable after the end of each calendar
quarter, and said xxxxxxxx will be detailed in accordance with the Fee
Schedule for the Fund. The Custodian will promptly pay to the Subcustodian
the amount of such billing. The Subcustodian shall have a claim of payment
against the property in each Portfolio for any compensation or expense
amount owing to the Subcustodian in connection with such Portfolio from
time to time under this Agreement.
(e) The Subcustodian (not the Custodian) will be responsible for the
payment of the compensation of each Sub-Agent.
7. CUSTODY OF CASH AND SECURITIES
(a) RECEIPT AND HOLDING OF ASSETS. The Custodian will deliver or cause to
be delivered to the Subcustodian and any Sub-Agents all Securities and
moneys of any Portfolio at any time during the period of this Agreement
and shall specify the Portfolio to which the Securities and moneys are to
be specifically allocated. The Subcustodian will not be responsible for
such Securities and moneys until actually received by it or by a
Sub-Agent. The Custodian may, from time to time in its sole discretion,
provide the Subcustodian with Instructions as to the manner in which and
in what amounts Securities, and moneys of a Portfolio are to be held on
behalf of such Portfolio in the Book-Entry System or a Depository.
Securities and moneys of a Portfolio held in the Book-Entry System or a
Depository will be held in accounts which include only assets of
Subcustodian that are held for its customers.
(b) ACCOUNTS AND DISBURSEMENTS. The Subcustodian shall establish and
maintain a separate account for each Portfolio and shall credit to the
separate account all moneys received by it or a Sub-Agent for the account
of such Portfolio and shall disburse, or cause a Sub-Agent to disburse,
the same only:
1. In payment for Securities purchased for the Portfolio, as provided in
Section 8 hereof;
2. In payment of dividends or distributions with respect to the Shares of
such Portfolio, as provided in Section 12 hereof;
3. In payment of original issue or other taxes with respect to the Shares
of such Portfolio, as provided in Section 13(c) hereof;
4. In payment for Shares which have been redeemed by such Portfolio, as
provided in Section 13 hereof;
5. In payment of fees and in reimbursement of the expenses and
liabilities of the Subcustodian attributable to the Custodian, as
provided in Sections 6 and 17(h) hereof;
6. Pursuant to Instructions setting forth the name of the Portfolio and
the name and address of the person to whom the payment is to be made,
the amount to be paid and the purpose for which payment is to be made.
(c) FAIL FLOAT. In the event that any payment made for a Portfolio under
this Section 7 exceeds the funds available in that Portfolio's account,
the Subcustodian or relevant Sub-Agent, as the case may be, may, in its
discretion, advance the Fund on behalf of that Portfolio an amount equal
to such excess and such advance shall be deemed an overdraft from the
Subcustodian or such Sub-Agent to that Portfolio payable on demand,
bearing interest at the rate of interest customarily charged by the
Subcustodian or such Sub-Agent on similar overdrafts (which as of the date
of this Agreement is Fed Funds rate plus 100 basis points and, if amended,
Subcustodian shall provide the Custodian written notice of the change at
least 60 days prior to implementation).
(d) CONFIRMATION AND STATEMENTS. At least monthly, the Subcustodian shall
furnish the Custodian with a detailed statement of the Securities and
moneys held by it and all Sub-Agents for each Portfolio. Where securities
purchased for a Portfolio are in a fungible bulk of securities registered
in the name of the Subcustodian (or its nominee) or shown on the
Subcustodian's account on the books of a Depository, the Book-Entry System
or a Sub-Agent, the Subcustodian shall maintain such records as are
necessary to enable it to identify the quantity of those securities held
for such Portfolio. In the absence of the filing in writing with the
Subcustodian by the Custodian of exceptions or objections to any such
statement within 60 days after the date that a material defect is
reasonably discoverable, the Custodian shall be deemed to have approved
such statement; and in such case or upon written approval of the Custodian
of any such statement the Subcustodian shall, to the extent permitted by
law and provided the Subcustodian has met the standard of care in Section
17 hereof, be released, relieved and discharged with respect to all
matters and things set forth in such statement as though such statement
had been settled by the decree of a court of competent jurisdiction in an
action in which the Custodian and all persons having any equity interest
in the Fund were parties.
(e) REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION. All Securities
held for a Portfolio which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be held
by the Subcustodian or a Sub-Agent in that form; all other Securities held
for a Portfolio may be registered in the name of that Portfolio, in the
name of any duly appointed registered nominee of the Subcustodian or a
Sub-Agent as the Subcustodian or such Sub-Agent 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 Custodian
reserves the right to instruct the Subcustodian as to the method of
registration and safekeeping of the Securities. The Custodian agrees to
furnish to the Subcustodian appropriate instruments to enable the
Subcustodian or any Sub-Agent to hold or deliver in proper form for
transfer, or to register in the name of its registered nominee or in the
name of the Book-Entry System or a Depository, any Securities which the
Subcustodian or a Sub-Agent may hold for the account of a Portfolio and
which may from time to time be registered in the name of a Portfolio. The
Subcustodian shall hold all such Securities specifically allocated to a
Portfolio which are not held in the Book-Entry System or a Depository in a
separate account for such Portfolio in the name of such Portfolio
physically segregated at all times from those of any other person or
persons.
(f) SEGREGATED ACCOUNTS. Upon receipt of an Instruction, the Subcustodian
will establish segregated accounts on behalf of a Portfolio to hold liquid
or other assets as it shall be directed by such Instruction and shall
increase or decrease the assets in such segregated accounts only as it
shall be directed by subsequent Instruction.
(g) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES. Except as
otherwise provided in an Instruction, the Subcustodian, by itself or
through the use of the Book-Entry System or a Depository with respect to
Securities therein maintained, shall, or shall instruct the relevant
Sub-Agent to:
1. Collect all income due or payable with respect to Securities
in accordance with this Agreement;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed or retired, or
otherwise become payable;
3. Surrender Securities in temporary form for derivative Securities;
4. Execute any necessary declarations or certificates of ownership under the
federal income tax laws or the laws or regulations of any other taxing
authority now or hereafter in effect; and
5. Hold directly, or through the Book-Entry System or a Depository with
respect to Securities therein deposited, for the account of each Portfolio
all rights and similar Securities issued with respect to any Securities
held by the Subcustodian or relevant Sub-Agent for each Portfolio.
(h) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of an
Instruction, the Subcustodian, directly or through the use of the
Book-Entry System or a Depository, shall, or shall instruct the relevant
Sub-Agent to:
1. Execute and deliver or cause to be executed and delivered to such
persons as may be designated in such Instructions, proxies,
consents, authorizations, and any other instruments whereby the
authority of the Fund as owner of any Securities may be exercised;
2. Deliver or cause to be delivered any Securities held for a
Portfolio in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for a
Portfolio to any protective committee, reorganization committee or
other person in connection with the reorganization, refinancing,
merger, consolidation or recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this Agreement
in the separate account for each such Portfolio certificates of
deposit, interim receipts or other instruments or documents as may
be issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of a Portfolio
and take such other steps as shall be stated in Written Instructions
to be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
5. Deliver Securities upon sale of such Securities for the
account of a Portfolio pursuant to Section 8;
6. Deliver Securities upon the receipt of payment in connection with
any repurchase agreement related to such Securities entered into on
behalf of a Portfolio;
7. Deliver Securities of a Portfolio to the issuer thereof or its
agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such case
the cash or other consideration is to be delivered to the
Subcustodian or Sub-Agent, as the case may be;
8. Deliver Securities for delivery in connection with any loans of
securities made by a Portfolio but only against receipt of adequate
collateral as agreed upon from time to time by the Subcustodian and
the Custodian which may be in the form of cash or obligations issued
by the United States Government, its agencies or instrumentalities;
9. Deliver Securities for delivery as security in connection with
any borrowings by a Portfolio requiring a pledge of Portfolio
assets, but only against receipt of the amounts borrowed;
10. Deliver Securities to the Transfer Agent or its designee or to
the holders of Shares in connection with distributions in kind, in
satisfaction of requests by holders of Shares for repurchase or
redemption;
11. Deliver Securities for any other proper business purpose, but
only upon receipt of, in addition to written Instructions, a copy of
a resolution or other authorization of the Custodian certified by
the Secretary of the Custodian, specifying the Securities to be
delivered, setting forth the purpose for which such delivery is to
be made, declaring such purpose to be a proper business purpose, and
naming the person or persons to whom delivery of such Securities
shall be made.
(i) ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Subcustodian is hereby
authorized to endorse and collect all checks, drafts or other orders for
the payment of money received by the Subcustodian for the account of a
Portfolio.
(j) EXECUTION OF REQUIRED DOCUMENTS. The Subcustodian is hereby authorized
to execute any and all applications or other documents required by a
regulatory agency or similar entity as a condition of making investments
in the foreign market under such entity's jurisdiction.
8. PURCHASE AND SALE OF SECURITIES.
(a) Promptly after the purchase of Securities, the Custodian or its
designee shall deliver to the Subcustodian an Instruction specifying with
respect to each such purchase: (1) the name of the Portfolio to which such
Securities are to be specifically allocated; (2) the name of the issuer
and the title of the Securities; (3) the number of shares or the principal
amount purchased and accrued interest, if any; (4) the date of purchase
and settlement; (5) the purchase price per unit; (6) the total amount
payable upon such purchase; and (7) the name of the person from whom or
the broker through whom the purchase was made, if any. The Subcustodian or
specified Sub-Agent shall receive the Securities purchased by or for a
Portfolio and upon receipt thereof (or upon receipt of advice from a
Depository or the Book-Entry System that the Securities have been
transferred to the Subcustodian's account) shall pay to the broker or
other person specified by the Custodian or its designee out of the moneys
held for the account of such Portfolio the total amount payable upon such
purchase, provided that the same conforms to the total amount payable as
set forth in such Instruction.
(b) Promptly after the sale of Securities, the Custodian or its designee
shall deliver to the Subcustodian an Instruction specifying with respect
to each such sale: (1) the name of the Portfolio to which the Securities
sold were specifically allocated; (2) the name of the issuer and the title
of the Securities; (3) the number of shares or principal amount sold, and
accrued interest, if any; (4) the date of sale; (5) the sale price per
unit; (6) the total amount payable to the Portfolio upon such sale; and
(7) the name of the broker through whom or the person to whom the sale was
made. The Subcustodian or relevant Sub-Agent shall deliver or cause to be
delivered the Securities to the broker or other person designated by the
Custodian or its designee upon receipt of the total amount payable to such
Portfolio upon such sale, provided that the same conforms to the total
amount payable to such Portfolio as set forth in such Instruction. Subject
to the foregoing, the Subcustodian or relevant Sub-Agent may accept
payment in such form as shall be satisfactory to it, and may deliver
Securities and arrange for payment in accordance with the customs
prevailing among dealers in Securities.
(c) Notwithstanding (a) and (b) above, cash in any of the Portfolios may
be invested by the Subcustodian for short term purposes pursuant to
standing Instructions from the Custodian.
9. LENDING OF SECURITIES.
If the Custodian and the Subcustodian enter into a separate written
agreement authorizing the Subcustodian to lend Securities, the
Subcustodian may lend Securities pursuant to such agreement. Such
agreement must be approved by the Custodian and the Fund in the manner
required by any applicable law, regulation or administrative
pronouncement, and may provide for the payment of additional reasonable
compensation to the Subustodian.
10. INVESTMENT IN FUTURES AND OPTIONS
The Subcustodian shall pursuant to Instructions (which may be standing
instructions) (i) transfer initial margin to a safekeeping bank or, with
respect to options, broker; (ii) pay or demand variation margin to or from
a designated futures commission merchant or other broker based on daily
marking to market calculations and in accordance with accepted industry
practices; and (iii) subject to the Subcustodian's consent, enter into
separate procedural, safekeeping or other agreements with safekeeping
banks, futures commission merchants and other brokers pursuant to which
such banks and, in the case of options, brokers, will act as custodian for
initial margin deposits in transactions involving futures contracts and
options. The Subcustodian shall have no custodial or investment
responsibility for any assets transferred to a safekeeping bank, futures
commission merchant or broker pursuant to this paragraph.
11. PROVISIONAL CREDITS AND DEBITS.
(a) The Subcustodian is authorized, but shall not be obligated, to credit
the account of a Portfolio provisionally on payable date with interest,
dividends, distributions, redemptions or other amounts due. Otherwise,
such amounts will be credited to the Portfolio on the date such amounts
are actually received and reconciled to the Portfolio. In cases where the
Subcustodian has credited a Portfolio with such amounts prior to actual
collection and reconciliation, the Custodian acknowledges that the
Subcustodian shall be entitled to recover any such credit on demand from
the Custodian and further agrees that the Subcustodian may reverse such
credit if and to the extent that Subcustodian does not receive such
amounts in the ordinary course of business after reasonable efforts have
been made to obtain collection and provided further that the Subcustodian
shall provide prompt written notification to the Custodian of any such
reversal.
(b) If the Portfolio is maintained as a global custody account it shall
participate in the Subcustodian's contractual settlement date processing
service ("CSDP") unless the Subcustodian directs the Custodian, or the
Custodian informs the Subcustodian, otherwise. Pursuant to CSDP the
Subcustodian shall be authorized, but not obligated, to automatically
credit or debit the Portfolio provisionally on contractual settlement date
with cash or securities in connection with any sale, exchange or purchase
of securities. Otherwise, such cash or securities shall be credited to the
Portfolio on the day such cash or securities are actually received by the
Subcustodian and reconciled to the Portfolio. In cases where the
Subcustodian credits or debits the Portfolio with cash or securities prior
to actual receipt and reconciliation, the Subcustodian may reverse such
credit or debit as of contractual settlement date if and to the extent
that any securities delivered by the Subcustodian are returned by the
recipient, or if the related transaction fails to settle (or fails, due to
market change or other reasons, to settle on terms which provide the
Subcustodian full reimbursement of any provisional credit the Subcustodian
has granted) within a period of time judged reasonable by the Subcustodian
under the. The Custodian agrees that it will not make any claim or pursue
any legal action against the Subcustodian for loss or other detriment
allegedly arising or resulting from the Subcustodian's good faith
determination to effect, not effect or reverse any provisional credit or
debit to the Portfolio. A list of the countries in which the Subcustodian
offers CSDP as of the date of this Agreement is set forth in Schedule E,
attached hereto.
The Custodian acknowledges and agrees that funds debited from the
Portfolio on contractual settlement date including, without limitation,
funds provided for the purchase of any securities under circumstances
where settlement is delayed or otherwise does not take place in a timely
manner for any reason, shall be held pending actual settlement of the
related purchase transaction in a non-interest bearing deposit at the
Subcustodian's London Branch; that such funds shall be available for use
in the Subcustodian's general operations; and that the Subcustodian's
maintenance and use of such funds in such circumstances are, without
limitation, in consideration of the Subcustodian's providing CSDP.
(c) The Custodian recognizes that any decision to effect a provisional
credit or an advancement of the Subcustodian's own funds under this
agreement will be an accommodation granted entirely at the Subcustodian's
option and in light of the particular circumstances, which circumstances
may involve conditions in different countries, markets and classes of
assets at different times. The Custodian shall make the Subcustodian whole
for any loss which it may incur from granting such accommodations and
acknowledges that the Subcustodian shall be entitled to recover any
relevant amounts from the Custodian on demand. All amounts thus due to the
Subcustodian shall be paid by the Custodian from the account of the
relevant Portfolio unless otherwise paid on a timely basis and in that
connection the Custodian acknowledges that the Subcustodian has a
continuing lien on all assets of such Portfolio to secure such payments
and agrees that the Subcustodian may apply or set off against such amounts
any amounts credited by or due from the Subcustodian to the Custodian. If
funds in the Portfolio are insufficient to make any such payment the
Custodian shall promptly deliver to the Subcustodian the amount of such
deficiency in immediately available funds when and as specified by the
Subcustodian's written or oral notification to the Custodian.
(d) In connection with the Subcustodian's global custody service the
Custodian will maintain deposits at the Subcustodian's London Branch. The
Custodian acknowledges and agrees that such deposits are payable only in
the currency in which an applicable deposit is denominated; that such
deposits are payable only on the Custodian's demand at the Subcustodian's
London Branch; that such deposits are not payable at any of the
Subcustodian's offices in the United States; and that the Subcustodian
will not in any manner directly or indirectly promise or guarantee any
such payment in the United States.
The Custodian further acknowledges and agrees that such deposits are
subject to cross-border risk, and therefore the Subcustodian will have no
obligation to make payment of deposits if and to the extent that the
Subcustodian is prevented from doing so by reason of applicable law or
regulation or any Sovereign Risk event affecting the London Branch or the
currency in which the applicable deposit is denominated. "Sovereign Risk"
for this purpose means nationalization, expropriation, devaluation,
revaluation, confiscation, seizure, cancellation, destruction or similar
action by any governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental authority
of currency restrictions, exchange controls, taxes, levies or other
charges affecting the property rights of persons who are not residents of
the affected jurisdiction; or acts of war, terrorism, insurrection or
revolution; or any other act or event beyond the Subcustodian's control.
THE CUSTODIAN ACKNOWLEDGES AND AGREES THAT DEPOSIT ACCOUNTS MAINTAINED AT
FOREIGN BRANCHES OF UNITED STATES BANKS (INCLUDING, IF APPLICABLE,
ACCOUNTS IN WHICH CUSTOMER FUNDS FOR THE PURCHASE OF SECURITIES ARE HELD
ON AND AFTER CONTRACTUAL SETTLEMENT DATE), ARE NOT INSURED BY THE U.S.
FEDERAL DEPOSIT INSURANCE CORPORATION; MAY NOT BE GUARANTEED BY ANY LOCAL
OR FOREIGN GOVERNMENTAL AUTHORITY; ARE UNSECURED; AND IN A LIQUIDATION MAY
BE SUBORDINATED IN PRIORITY OF PAYMENT TO DOMESTIC (U.S.- DOMICILED)
DEPOSITS. THEREFORE, BENEFICIAL OWNERS OF SUCH FOREIGN BRANCH DEPOSITS MAY
BE UNSECURED CREDITORS OF THE NORTHERN TRUST COMPANY.
Deposit account balances that are owned by United States residents are
expected to be maintained in an aggregate amount of at least $100,000 or the
equivalent in other currencies.
12. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
(a) In the event that the Board of Directors (or a committee thereof)
authorizes the declaration of dividends or distributions with respect to a
Portfolio, an Authorized Person shall provide the Subcustodian with
Instructions specifying the record date, the date of payment of such
distribution and the total amount payable to the Transfer Agent or its
designee on such payment date.
(b) Upon the payment date specified in such Instructions, the Subcustodian
shall pay the total amount payable to the Transfer Agent or its designee
out of the moneys specifically allocated to and held for the account of
the appropriate Portfolio.
13. SALE AND REDEMPTION OF SHARES.
(a) Whenever the Fund shall sell any Shares, the Custodian shall deliver
or cause to be delivered to the Subcustodian an Instruction specifying the
name of the Portfolio whose Shares were sold and the amount to be received
by the Subcustodian for the sale of such Shares.
(b) Upon receipt of such amount from the Transfer Agent or its designee,
the Subcustodian shall credit such money to the separate account of the
Portfolio specified in the Instruction described in paragraph (a) above.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 13, the Subcustodian shall pay all original
issue or other taxes required to be paid in connection with such issuance
upon the receipt of an Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares are redeemed, the
Custodian shall deliver or cause to be delivered to the Subcustodian an
Instruction specifying the name of the Portfolio whose Shares were
redeemed and the total amount to be paid for the Shares redeemed.
(e) Upon receipt of an Instruction described in paragraph (d) above, the
Subcustodian shall pay to the Transfer Agent (or such other person as the
Transfer Agent directs) the total amount specified in such Instruction.
Such payment shall be made from the separate account of the Portfolio
specified in such Instruction.
14. INDEBTEDNESS.
(a) The Custodian or its designee will cause to be delivered to the
Subcustodian by any bank (excluding the Subcustodian) from which the Fund
borrows money, using Securities as collateral, a notice or undertaking in
the form currently employed by any such bank setting forth the amount
which such bank will loan to the Fund against delivery of a stated amount
of collateral. The Custodian shall promptly deliver to the Subcustodian an
Instruction stating with respect to each such borrowing: (1) the name of
the Portfolio for which the borrowing is to be made; (2) the name of the
bank; (3) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed by
the Fund, or other loan agreement; (4) the time and date, if known, on
which the loan is to be entered into (the "borrowing date"); (5) the date
on which the loan becomes due and payable; (6) the total amount payable to
the Fund for the separate account of the Portfolio on the borrowing date;
(7) the market value of Securities to be delivered as collateral for such
loan, including the name of the issuer, the title and the number of shares
or the principal amount of any particular Securities; (8) whether the
Subcustodian is to deliver such collateral through the Book-Entry System
or a Depository; and (9) a statement that such loan is in conformance with
the 1940 Act and the Prospectus.
(b) Upon receipt of the Instruction referred to in paragraph (a) above,
the Subcustodian shall deliver on the borrowing date the specified
collateral and the executed promissory note, if any, against delivery by
the lending bank of the total amount of the loan payable, provided that
the same conforms to the total amount payable as set forth in the
Instruction. The Subcustodian may, at the option of the lending bank, keep
such collateral in its possession, but such collateral shall be subject to
all rights therein given the lending bank by virtue of any promissory note
or loan agreement. The Subcustodian shall deliver as additional collateral
in the manner directed by the Custodian from time to time such Securities
specifically allocated to such Portfolio as may be specified in the
Instruction to collateralize further any transaction described in this
Section 14. The Custodian shall cause all Securities released from
collateral status to be returned directly to the Subcustodian, and the
Subcustodian shall receive from time to time such return of collateral as
may be tendered to it. In the event that the Custodian fails to specify in
such Instruction all of the information required by this Section 14, the
Subcustodian shall not be under any obligation to deliver any Securities.
Collateral returned to the Subcustodian shall be held hereunder as it was
prior to being used as collateral.
15. CORPORATE ACTION.
Whenever the Subcustodian or any Sub-Agent receives information concerning
Securities held for a Portfolio which requires discretionary action by the
beneficial owner of the Securities (other than a proxy), such as
subscription rights, bond issues, stock repurchase plans and rights
offerings, or legal notices or other material intended to be transmitted
to Securities holders ("Corporate Actions"), the Subcustodian will use its
prudent best efforts to give the Custodian or its designee notice of such
Corporate Actions within 24 hours following receipt of such Corporate
Actions by Subcustodian's central corporate actions department, such
notice to be given via Subcustodian's workstation, Passport, facsimile or
telephone. Subcustodian will use its prudent best efforts to process
Instructions regarding Corporate Actions within 24 hours of receipt.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action which bears
an expiration date is received, the Subcustodian will endeavor to obtain
an Instruction relating to such Corporate Action from an Authorized
Person, but if such Instruction is not received in time for the
Subcustodian to take timely action, or actual notice of such Corporate
Action was received too late to seek such an Instruction, the Subcustodian
is authorized to sell, or cause a Sub-Agent to sell, such rights
entitlement or fractional interest and to credit the applicable account
with the proceeds and to take any other action it deems, in good faith, to
be appropriate, in which case, provided it has met the standard of care in
Section 17 hereof, it shall be held harmless by the particular Portfolio
involved for any such action.
The Subcustodian will deliver proxies to the Custodian or its designated
agent pursuant to special arrangements which may have been agreed to in
writing between the parties hereto. Such proxies shall be executed in the
appropriate nominee name relating to Securities registered in the name of
such nominee but without indicating the manner in which such proxies are
to be voted; and where bearer Securities are involved, proxies will be
delivered in accordance with an applicable Instruction, if any.
16. PERSONS HAVING ACCESS TO THE PORTFOLIOS.
(a) Neither the Custodian, nor the Fund nor any officer, director,
employee or agent of the Fund, the Fund's investment adviser, or any
sub-investment adviser, shall have physical access to the assets of any
Portfolio held by the Subcustodian or any Sub-Agent or be authorized or
permitted to withdraw any investments of a Portfolio, nor shall the
Subcustodian or any Sub-Agent deliver any assets of a Portfolio to any
such person. No officer, director, employee or agent of the Subcustodian
who holds any similar position with the Fund's investment adviser, with
any sub-investment adviser of the Fund or with the Fund shall have access
to the assets of any Portfolio.
(b) Nothing in this Section 16 shall prohibit any Authorized Person from
giving Instructions to the Subcustodian so long as such Instructions do
not result in delivery of or access to assets of a Portfolio prohibited by
paragraph (a) of this Section 15.
(c) The Subcustodian represents that it maintains a system that is
reasonably designed to prevent unauthorized persons from having access to
the assets that it holds (by any means) for its customers.
17. CONCERNING THE SUBCUSTODIAN.
(a) SCOPE OF SERVICES. The Subcustodian shall be obligated to perform only
such services as are set forth in this Agreement or expressly contained in
an Instruction given to the Subcustodian which is not contrary to the
provisions of this Agreement.
(b) STANDARD OF CARE.
1. The Subcustodian will use reasonable care with respect to its
obligations under this Agreement and the safekeeping of property of
the Portfolios. The Subcustodian shall be liable to, and shall
indemnify and hold harmless the Custodian from and against any loss
which shall occur as the result of the failure of the Subcustodian
or a Sub-Agent (other than a foreign securities depository or
clearing agency) to exercise reasonable care with respect to their
respective obligations under this Agreement and the safekeeping of
such property. The determination of whether the Subcustodian or
Sub-Agent has exercised reasonable care in connection with their
other obligations under this Agreement shall be made in light of
prevailing standards applicable to professional custodians in the
jurisdiction in which such custodial services are performed. In the
event of any loss to the Custodian by reason of the failure of the
Subcustodian or a Sub-Agent (other than a foreign securities
depository or clearing agency) to exercise reasonable care, the
Subcustodian shall be liable to the Custodian only to the extent of
the Custodian's direct damages and expenses, which damages, for
purposes of property only, shall be determined based on the market
value of the property which is the subject of the loss at the date
of discovery of such loss and without reference to any special
condition or circumstances.
2. The Subcustodian will not be responsible for any act, omission,
or default of, or for the solvency of, any foreign securities
depository or clearing agency approved by the Board of Directors or
a Delegate of the Fund pursuant to Section (1)(m) or Section 3
hereof.
3. The Subcustodian will not be responsible for any act, omission,
or default of, or for the solvency of, any broker or agent (not
referred to in paragraph (b)(2) above) which it or a Sub-Agent
appoints and uses unless such appointment and use is made or done
negligently or in bad faith. In the event such an appointment and
use is made or done negligently or in bad faith, the Subcustodian
shall be liable to the Custodian only for direct damages and
expenses (determined in the manner described in paragraph (b)(1)
above) resulting from such appointment and use and, in the case of
any loss due to an act, omission or default of such agent or broker,
only to the extent that such loss occurs as a result of the failure
of the agent or broker to exercise reasonable care ("reasonable
care" for this purpose to be determined in light of the prevailing
standards applicable to agents or brokers, as appropriate, in the
jurisdiction where the services are performed).
4. The Subcustodian shall be entitled to rely, and may act, upon the
advice of counsel (who may be counsel for the Custodian or the Fund)
on all matters and shall be without liability for any action
reasonably taken or omitted in good faith and without negligence
pursuant to such advice.
5. The Subcustodian shall be entitled to rely upon any Instruction
it receives pursuant to the applicable Sections of this Agreement
that it reasonably believes to be genuine and to be from an
Authorized Person. In the event that the Subcustodian receives oral
Instructions, the Custodian or its designee shall cause to be
delivered to the Subcustodian, by the close of business on the same
day that such oral Instructions were given to the Subcustodian,
written Instructions confirming such oral Instructions, whether by
hand delivery, telex or otherwise. The Custodian agrees that the
fact that no such confirming written Instructions are received by
the Subcustodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized
by the Custodian. The Custodian agrees that the Subcustodian shall
incur no liability to the Custodian in connection with (i) acting
upon oral Instructions given to the Subcustodian hereunder, provided
such instructions reasonably appear to have been received from an
Authorized Person or (ii) deciding not to act solely upon oral
Instructions, provided that the Subcustodian first contacts the
giver of such oral Instructions and requests written confirmation
immediately following any such decision not to act.
6. The Subcustodian shall supply the Custodian or its designee with
such daily information regarding the cash and Securities positions
and activity of each Portfolio as the Subcustodian and the Custodian
or its designee shall from time to time agree. It is understood that
such information will not be audited by the Subcustodian and the
Subcustodian represents that such information will be the best
information then available to the Subcustodian. The Subcustodian
shall have no responsibility whatsoever for the pricing of
Securities, accruing for income, valuing the effect of Corporate
Actions, or for the failure of the Custodian or its designee to
reconcile differences between the information supplied by the
Subcustodian and information obtained by the Custodian or its
designee from other sources, including but not limited to pricing
vendors and the Fund's investment adviser. Subject to the foregoing,
to the extent that any miscalculation by the Custodian or its
designee of a Portfolio's net asset value is attributable to the
willful misfeasance, bad faith or negligence of the Subcustodian
(including any Sub-Agent other than a foreign securities depository
or clearing agency) in supplying or omitting to supply the Custodian
or its designee with information as aforesaid, the Subcustodian
shall be liable to the Custodian for any resulting loss (subject to
such de minimis rule of change in value as the Board of Directors
may from time to time adopt with respect to the Fund).
(c) LIMIT OF DUTIES. Without limiting the generality of the foregoing, the
Subcustodian shall be under no duty or obligation to inquire into, and
shall not be liable for:
1. The validity of the issue of any Securities purchased by any
Portfolio, the legality of the purchase thereof, or the propriety of
the amount specified by the Custodian or its designee for payment
therefor;
2. The legality of the sale of any Securities by any Portfolio or the
propriety of the amount of consideration for which the same are sold;
3. The legality of the issue or sale of any Shares, or the sufficiency of
the amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor;
5. The legality of the declaration or payment of any dividend or
distribution by the Fund; or
6. The legality of any borrowing.
(d) The Subcustodian need not maintain any insurance for the exclusive
benefit of the Custodian or the Fund, but hereby warrants that as of the
date of this Agreement it is maintaining a bankers Blanket Bond and hereby
agrees to notify the Custodian in the event that such bond is canceled or
otherwise lapses.
(e) Consistent with and without limiting the language contained in Section
16(a), it is specifically acknowledged that the Subcustodian shall have no
duty or responsibility to:
1. Question any Instruction or make any suggestions to the Custodian or
an Authorized Person regarding any Instruction;
2. Supervise or make recommendations with respect to investments or the
retention of Securities;
3. Subject to Section 17(b)(3) hereof, evaluate or report to the
Custodian or an Authorized Person regarding the financial condition of
any broker, agent or other party to which Securities are delivered or
payments are made pursuant to this Agreement; or
4. Review or reconcile trade confirmations received from brokers.
(f) AMOUNTS DUE FROM OR TO TRANSFER AGENT. The Subcustodian shall not be
under any duty or obligation to take action to effect collection of any
amount due to any Portfolio from the Transfer Agent or its designee nor to
take any action to effect payment or distribution by the Transfer Agent or
its designee of any amount paid by the Subcustodian to the Transfer Agent
in accordance with this Agreement.
(g) NO DUTY TO ASCERTAIN AUTHORITY. The Subcustodian shall not be under
any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Custodian and specifically allocated to
a Portfolio are such as may properly be held by the Fund under the
provisions of the Articles of Incorporation and the Prospectus.
(h) INDEMNIFICATION. The Custodian agrees to indemnify and hold the
Subcustodian harmless from all loss, cost, taxes, charges, assessments,
claims, and liabilities (including, without limitation, liabilities
arising under the Securities Act of 1933, the Securities Exchange Act of
1934 and the 1940 Act and state or foreign securities laws) and expenses
(including reasonable attorneys fees and disbursements) arising directly
or indirectly from any action taken or omitted by the Subcustodian (i) at
the request or on the direction of or in reliance on the advice of the
Custodian or in reasonable reliance upon the Prospectus or (ii) upon an
Instruction; provided, that the foregoing indemnity shall not apply to any
loss, cost, tax, charge, assessment, claim, liability or expense to the
extent the same is attributable to the Subcustodian's or any Sub-Agent's
(other than a foreign securities depository or clearing agency)
negligence, willful misconduct, bad faith or reckless disregard of duties
and obligations under this Agreement or any other agreement relating to
the custody of Fund property.
(i) The Custodian agrees to hold the Subcustodian harmless from any
liability or loss resulting from the imposition or assessment of any taxes
or other governmental charges on a Portfolio.
(j) Without limiting the foregoing, the Subcustodian shall not be liable
for any loss which results from:
1. the general risk of investing;
2. subject to Section 17(b) hereof, investing or holding property in
a particular country including, but not limited to, losses resulting
from nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or
affect the value of property held pursuant to this Agreement; or
3. consequential, special or punitive damages for any act or failure
to act under any provision of this Agreement, even if advised of the
possibility thereof.
(k) No party shall be liable to the other for any loss due to forces
beyond their control including but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.
(1) INSPECTION OF BOOKS AND RECORDS. The Subcustodian shall create and
maintain all records relating to its activities and obligations under this
Agreement in such manner as will meet the obligations of the Fund under
the 1940 Act, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder, and under applicable federal and state laws.
All such records shall be the property of the Custodian and shall at all
times during regular business hours of the Subcustodian be open for
inspection by duly authorized officers, employees and agents of the
Custodian and by the appropriate employees of the Securities and Exchange
Commission. The Subcustodian shall, at the Custodian s request, supply the
Custodian with a tabulation of Securities and shall, when requested to do
so by the Custodian and for such compensation as shall be agreed upon
between the Custodian and the Subcustodian, include certificate numbers in
such tabulations.
(m) ACCOUNTING CONTROL REPORTS. The Subcustodian shall provide the
Custodian with any report obtained by the Subcustodian on the system of
internal accounting control of the Book-Entry System, each Depository, and
each Sub-Agent and with an annual report on its own systems of internal
accounting control.
18. TERM AND TERMINATION.
(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter until
terminated in accordance with Section 18(b).
(b) Either of the parties hereto may terminate this Agreement with respect
to any Portfolio by giving to the other party a notice in writing
specifying the date of such termination, which, in case the Custodian is
the terminating party, shall be not less than 60 days after the date
Subcustodian receives such notice or, in case the Subcustodian is the
terminating party, shall be not less than 90 days after the date the
Custodian receives such notice.
In the event such notice is given by the Subcustodian, the Custodian
shall, on or before the termination date, designate a successor
subcustodian or subcustodians. In the absence of such designation by the
Custodian, the Subcustodian may designate a successor subcustodian, which
shall be a person qualified to so act under the 0000 Xxx. If the Custodian
fails to designate a successor subcustodian with respect to any Portfolio,
the Custodian shall upon the date specified in the notice of termination
of this Agreement and upon the delivery by the Subcustodian of all
Securities (other than Securities held in the Book-Entry System which
cannot be delivered to the Custodian) and moneys of such Portfolio, be
deemed to be its own custodian and the Subcustodian shall thereby be
relieved of all duties and responsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the Book-Entry
System which cannot be delivered to the Custodian.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section
18, this Agreement shall terminate to the extent specified in such notice,
and the Subcustodian shall upon receipt of a notice of acceptance by the
successor subcustodian on that date deliver directly to the successor
subcustodian all Securities and moneys then held by the Subcustodian and
specifically allocated to the Portfolio or Portfolios specified, after
deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled with respect to such
Portfolio or Portfolios.
19. MISCELLANEOUS.
(a) Annexed hereto as Schedule A is a certification signed by two of the
present officers of the Custodian setting forth the names of the present
Authorized Persons. The Custodian agrees to furnish to the Subcustodian a
new certification in similar form in the event that any such present
Authorized Person ceases to be such an Authorized Person or in the event
that other or additional Authorized Persons are elected or appointed.
Until such new certification is received by the Subcustodian, the
Subcustodian shall be fully protected in acting under the provisions of
this Agreement upon Instructions which Subcustodian reasonably believes
were given by an Authorized Person, as identified in the last delivered
certification. Unless such certification specifically limits the authority
of an Authorized Person to specific matters or requires that the approval
of another Authorized Person is required, Subcustodian shall be under no
duty to inquire into the right of such person, acting alone, to give any
instructions whatsoever under this Agreement.
(b) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Subcustodian, shall be sufficiently
given if addressed to the Subcustodian and mailed or delivered to it at
its offices at its address stated on the first page hereof or at such
other place as the Subcustodian may from time to time designate in
writing.
(c) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given
if addressed to the Custodian and mailed or delivered to it at its offices
at its address shown on the first page hereof or at such other place as
the Custodian may from time to time designate in writing.
(d) Except as expressly provided herein, 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.
(e) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Custodian without the
written consent of the Subcustodian, or by the Subcustodian without the
written consent of the Custodian, and any attempted assignment without
such written consent shall be null and void.
(f) This Agreement shall be construed in accordance with the laws of the
State of Nebraska.
(g) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(h) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective representatives duly authorized as of the day
and year first above written.
NATIONAL BANK OF COMMERCE
By: /S/ XXX XXXXXXX XXXXX
Name: Xxx Xxxxxxx Xxxxx
Title: Vice President
The undersigned, , does hereby certify that he/she is the duly elected,
qualified and acting Secretary of THE NATIONAL BANK OF COMMERCE (the
"Custodian") and further certifies that the person whose signature appears above
is a duly elected, qualified and acting officer of the Custodian with full power
and authority to execute this Custody Agreement on behalf of the Custodian and
to take such other actions and execute such other documents as may be necessary
to effectuate this Agreement.
-------------------------
Secretary
NATIONAL BANK OF COMMERCE
THE NORTHERN TRUST COMPANY
By: /S/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Vice President
SCHEDULE A
CERTIFICATION OF AUTHORIZED PERSONS
Pursuant to paragraphs 1(b) and 19(a) of the Agreement, the undersigned
officers of the Custodian hereby certify that the person(s) whose name(s) and
signature(s) appear below have been duly authorized by the board of directors of
the Custodian to give Instructions on behalf of the Custodian.
NAME SIGNATURE
H. XXXXXXX XXXXX /S/ X. XXXXXXX XXXXX
XXXX X. XXXXXX /S/ XXXX X. XXXXXX
XXX XXXXXXX XXXXX /S/ XXX XXXXXXX XXXXX
XXXXX XXXX /S/ XXXXX XXXX
Certified as of the 24th day of September, 1997:
OFFICER: OFFICER:
/S/ XXXXX X. XXXXXXX /S/ XXXX X. XXXXX
(Signature) (Signature)
XXXXX X. XXXXXXX XXXX X. XXXXX
(Name) (Name)
V.P. & TRUST OFFICER, NBC V.P. & TRUST OFFICER, NBC
(Title) (Title)
SCHEDULE B
LIST OF PORTFOLIOS
FUND NAME ACCOUNT NUMBER SHORT CODE
Great Plains Equity Fund 17-44770 NBD01
Great Plains Premier Fund 17-44771 NBE01
Great Plains Intermediate
Bond Fund 26-44772
Great Plains Tax-Free
Bond Fund 26-44773
Great Plains International Fund 17-44774 NBF01
SCHEDULE C
A Global Securities Custody Fee SCHEDULE FOR
NATIONAL BANK OF COMMERCE
* GREAT PLAINS FUNDS
ACCOUNT NUMBERS 17-44770/NBD01
17-4471/NBE01
26-44772
26-44773
17-44774/NBF01
ACCOUNT-BASED FEES
Base charge per Mutual Fund Assets portfolio $2,500 per quarter
Base charge per Cash account/one line sundry No charge
ASSET-BASED FEES
Tier I United States .25 basis point
Tier II Australia, Belgium, Canada, Denmark, 3.0 basis points
Euroclear, France, Germany, Ireland, Italy, Japan, Luxembourg,
Malaysia, Netherlands,
New Zealand, Sweden and United Kingdom
Tier III Austria, Hong Kong, Norway, Singapore, 8.0 basis points
South Korea, Spain, Switzerland, Taiwan and Thailand
Tier IV Argentina, China, Finland, Mexico, Portugal, 20.0 basis points
Sri Lanka, South Africa and Turkey
Tier V Bahrain, Bangladesh, Botswana, Brazil, Chile, 40.0 basis points
Colombia, Cyprus, Czech Republic, Ecuador, Egypt, Estonia, Ghana,
Greece, Hungary, India, Indonesia, Israel,
Jamaica, Jordan, Kenya, Mauritius, Morocco, Namibia, Pakistan,
Peru, Philippines, Poland, Swaziland, Trindad,
Tunisia, Uruguay, Venezuela, Zambia and Zimbabwe
TRANSACTION-BASED FEES
U.S. Depository Eligible $5.50 per
U.S. Physical $17 per
Future/option (roundtrip) $50 per
U.S. Depository Eligible Maturities $20 per
U.S. Depository Eligible Reorgs $40 per
U.S. Physical Maturities $30 per
U.S. Physical Reorgs $50 per
Principal Paydowns $8 per
U.S. Dividend & Interest Payments $.50 per
Euroclear Eligible $35 per
Non-U.S. Non-Euroclear Equity/Fixed Income $50 per
Outside third-party payments and fixed deposits $35 per
Wire transfers $5 per
OUT OF POCKET EXPENSES
Costs relating but not limited to stamp duty, security re-registration,
subcustodian delivery/receipt, technology consulting, overdrafts or other
fees resulting from participation in a particular market will be passed
through if and as applicable.
QUARTERLY MINIMUM
A quarterly minimum fee of $10,000 applies or the quoted fee schedule,
whichever is greater.
SECURITIES LENDING
Northern Trust has an extensive securities lending program. Historically
we have been very successful in offsetting significant portions or all of
client custody fees through lending activity. We would be happy to provide
an evaluation of revenue potential, if desired.
FEE REVIEW
A review of fees will occur annually based on the inception date of the
contract. Any fee rate increase (assuming activity levels are in line with
expections) will be capped at the rate of the annualized change in CPI.
There will be no termination fees imposed.
ACCEPTANCE
By: National Bank of Commerce
/S/ XXX XXXXXXX XXXXX
Vice President
September 24, 1997.
By: The Northern Trust Company
/S/ XXXXXXX X. XXXX
Vice President
September 24 1997
SCHEDULE D
LIST OF COUNTRIES FOR WHICH SUBCUSTODIAN
SHALL NOT HAVE RESPONSIBILITY UNDER SECTION 4 FOR MANAGEMENT OF FOREIGN
CUSTODY ARRANGEMENTS
Russia
Lithuania
Taiwan
Romania
Croatia
SCHEDULE E
LIST OF COUNTRIES FOR WHICH SUBCUSTODIAN
OFFERS CSDP SERVICE
As of September 1997, Northern Trust offers its contractual settlement date
processing service for global custody purchases and sales in the following 28
markets.
o Australia o Germany o Norway
o Austria o Greece o Portugal
o Bangladesh o Hong Kong o Singapore
o Belgium o Ireland o Spain
o Canada o Israel o South Korea
o Chile o Italy o Sri Lanka
o Denmark o Japan o Sweden
o Euroclear o Netherlands o Switzerland
o Finland o New Zealand o United Kingdom
o France
SCHEDULE F
TO SUBCUSTODY AGREEMENT DATED SEPTEMBER 24, 0000
XXXXXXX XXXXXXXX XXXX XX XXXXXXXX AND THE NORTHERN TRUST COMPANY
Pursuant to paragraph (b) of Rule 17f-5 under the Investment Company Act
of 1940 (the "Rule"), the Board of Trustees of Great Plains Funds has delegated
to The Northern Trust Company (the "Delegate") its responsibilities set forth in
paragraphs (c)(1), (c)(2) and (c)(3) of the Rule with respect to each of the
following countries:
o Argentina o Greece o Portugal
o Australia o Hong Kong o Singapore
o Austria o Indonesia o South Africa
o Bangladesh o Ireland o South Korea
o Belgium o Israel o Spain
o Brazil o Italy o Sri Lanka
o Canada o Japan o Sweden
o Chile o Malaysia o Switzerland
o Denmark o Mexico o Taiwan
o Euroclear o Netherlands o Thailand
o Finland o New Zealand o United Kingdom
o France o Norway
o Germany o Phillipines
and Delegate hereby accepts such responsibilities, provided, however, that the
Delegate shall not have such responsibility with respect to central depositories
or clearing agencies or with respect to custody arrangements in any country
listed on Schedule D to the Subcustody Agreement as such schedule may be amended
from time to time.
Dated September 24, 1997.
GREAT PLAINS FUNDS
By: /S/ C. XXXXXXXXX XXXXXXX
Vice President
THE NORTHERN TRUST COMPANY
By: /S/ XXXXXXX X. XXXX
Vice President
