JPMORGAN
DOMESTIC CORPORATE CUSTODY AGREEMENT
------------------------------------
AGREEMENT dated as of Nov 1, 1990 between XXXXXX GUARANTY TRUST COMPANY of
New York, a New York banking corporation (the "Bank"), and STATE FARM INTERIM
FUND, INC. (the "Client").
WHEREAS, the Client, which is a Maryland Corporation and an investment
company registered as such under the Investment Company Act of 1940, desires to
arrange for the custody of certain of its assets by the Bank and by certain
depositories located in the United States;
WHEREAS, the Client specifically approves the designation by the Bank of
its New York Office as the office through which the Bank will perform many of
the services and fulfill many of its obligations under this Agreement;
NOW THEREFORE, in consideration of the mutual agreement made herein, the
Bank and the Client agree as follows:
1. The Bank agrees to establish and maintain (a) one or more separate
custody accounts (singly a "Custody Account" and collectively the "Custody
Accounts") for any and all stocks, bonds and other securities (the "Securities")
from time to time received for the account of the Client by the Bank or a
Domestic Subcustodian and (b) one or more separate deposit accounts (singly a
"Deposit Account" and collectively the "Deposit Accounts") for any and all cash
(the "Cash") received for the account of the Client by the Bank. The term
"Domestic Subcustodian" means a depository located in the United States
including, but not limited to, the Depository Trust Company, the Federal Reserve
Bank of New York and the Participants Trust Company, the use of which has been
expressly authorized by the Client.
2. Securities and Cash are permitted to be held by
a) the Bank; and
b) Domestic Subcustodians.
XX XXXXXX
3. (a) The records maintained by the Bank of the Custody Accounts and the
Deposit Accounts will reflect all Securities and Cash maintained in accordance
with Section 1 hereof.
(b) The Bank will require each Domestic Subcustodian holding Securities to
identify Securities held by it as being held for the account of the Bank for its
clients.
(c) The Bank shall physically segregate any Securities which are physically
held by it; in all other respects the Securities may be commingled with other
securities no matter by whom owned, except for securities owned by the Bank as
principal, subject to the record-keeping requirements of subsection (b) above.
Securities may be held in certificated and uncertificated form.
(d) Any Securities or Cash held by a Domestic Subcustodian will be subject
only to the instructions of the Bank acting in its capacity as agent of the
Client.
(e) The Bank will authorize or permit the holding of Securities and Cash by
a Domestic Subcustodian only as long as (i) the Securities are not subject to
any right, charge, security interest, lien or claim of any kind in favor of such
Domestic Subcustodian or its creditors, including a receiver or trustee in
bankruptcy, except for a claim of payment for the safe custody or administration
of the Securities and (ii) beneficial ownership of the Securities is freely
transferable without the payment of money or value other than for safe custody
or administration of the Securities.
(f) The Bank will allow independent public accountants of the Client
reasonable access to the records of the Bank relating to the Securities and Cash
as is required by those accountants in connection with their examination of the
books and records pertaining to the affairs of the Client. Upon request, the
Bank will provide the Client with any reports obtained by the Bank on a Domestic
Subcustodian's accounting system, internal accounting controls and procedures
for safekeeping securities.
4. The Bank shall make payments of Cash only:
(a) upon the purchase of Securities for the Client and against the delivery
of Securities to the Bank, or the crediting of such Securities to the account of
the Bank or its Domestic Subcustodian for the account of the Client; provided,
however that such payment is made in the amount specified by Authorized
Instructions;
(b) for any payments to be made in connection with the sale, conversion,
exchange or surrender of any Securities,
(c) for purchase or redemption of shares of the Client upon delivery
thereof;
(d) for payment of interest, dividends, taxes, management or supervisory
fees, and operating expenses;
XX XXXXXX
(e) for other purposes of the Client, but only upon receipt of, in addition
to Authorized Instructions, a certified copy of a resolution of the Board of
Directors or of the Executive Committee of the Client signed by an officer of
the Client and certified by its Secretary or an Assistant Secretary, specifying
the amount of such payment, setting forth the purpose for which such payment is
to be made, declaring such purpose to be a proper purpose, and naming the person
or persons to whom such payment is to be made; and
(f) upon termination of this Agreement as set forth in section 16 of this
Agreement.
5. Securities will be transferred, exchanged, or delivered by the Bank
only:
(a) upon the sale of Securities and against receipt by the Bank of payment
therefor in accordance with Authorized Instructions; provided that the Bank may
accept payment in such form as shall be satisfactory to it, and may deliver such
Securities and arrange for payment subsequent to delivery therefor in accordance
with customary established securities trading practices or securities processing
practices and procedures in the jurisdiction or market in which the transaction
occurs (it being agreed that the Client bears the risk that the recipient of
such Securities may fail to make payment, to return such Securities, or to hold
such Securities or the proceeds of their sale in trust for the Bank;
(b) in exchange for or upon conversion into other Securities or Cash
pursuant to a plan of merger, consolidation, reorganization, recapitalization or
readjustment;
(c) upon the conversion of Securities pursuant to their terms into other
Securities;
(d) upon the exercise of subscription, purchase or other similar rights
represented by Securities;
(e) for the purpose of redeeming in kind shares of the Client in accordance
with Authorized Instructions;
(f) for other purposes of the Client, but only upon receipt of, in addition
to Authorized Instructions, a certified copy of a resolution of the Board of
Directors or of the Executive Committee of the Client signed by an officer of
the Client and certified by its Secretary or an Assistant Secretary, 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 purpose, and
naming the person or persons to whom such delivery is to be made; and
(g) upon termination of this Agreement as set forth in Section 16 of this
Agreement.
6. Until the Bank receives Authorized Instructions to the contrary, the
Bank will:
(a) deposit all Cash received by the Bank in a Deposit Account and all
Securities received by the Bank in a Custody Account;
XX XXXXXX
(b) collect dividends, interest and other income payments made and stock
dividends, rights and similar Securities paid or issued with respect to
Securities and collect and hold all such payments in a Deposit Account and all
such stock dividends, rights and similar Securities in a Custody Account;
(c) take such steps as may reasonably be necessary to secure or otherwise
prevent the loss of rights relating to any Securities;
(d) promptly notify the Client upon receiving notices or reports of
corporate actions affecting any Securities;
(e) present for payment maturing obligations and those called for
redemption to the extent that the Bank receives notice of such opportunities for
payment and hold monies received upon presentation of such maturing obligations
for credit to a Deposit Account;
(f) execute in the name of the Client such ownership and other certificates
as may be required to obtain payment in respect of any Securities;
(g) accept, open and act appropriately with respect to all mail directed to
the Client in care of the Bank;
(h) disclose the Client's name, address and Securities position to the
issuers of Securities when requested to do so by them and approved by the
Client; and
(i) dispose of fractional interests received by the Bank as a result of
stock dividends by selling any fractional interest received.
7. (a) The Bank shall have responsibility as a bailee for hire under the
law of the State of New York with respect to any Securities or Cash held by it.
Without limiting the generality of the foregoing, the Bank will hold the Client
harmless from and indemnify it against any loss that occurs as a result of the
negligence or willful misconduct of the Bank.
(b) The Bank's responsibility with respect to any Securities or Cash held
by a Domestic Subcustodian is limited to the failure on the part of the Bank to
exercise reasonable care in the selection or retention of such Domestic
Subcustodian and the Bank will hold the Client harmless from and indemnify it
against any loss that occurs as a result of the Bank's failure to exercise such
reasonable care.
8. The Bank will, at its sole discretion, accept orders from the Client
for the purchase or sale of Securities and either execute such orders itself or
by means of an affiliate of the Bank or a broker or other financial organization
of its choice, subject to the fees and commissions in effect from time to time.
The Bank will not be responsible for any act or omission, or for the solvency,
of any affiliate, broker or other financial organization selected by the Bank to
effect any transaction for the account of the Client.
XX XXXXXX
When instructed to buy or sell Securities for which the Bank acts as a dealer,
the Bank will buy or sell such Securities from or to either itself, as
principal, or such affiliate.
9. The Client agrees that, when the Bank is instructed to receive any
Securities against payment, it will have sufficient Cash in the Deposit Accounts
or will make sufficient funds available to the Bank for such purpose. Any
dividends or interest automatically credited to the Deposit Accounts which are
not subsequently received by the Bank from the corporation making such payment
will be reimbursed to the Bank and the Bank may debit the Deposit Accounts for
this purpose.
10. Securities may be registered in the name of the Bank's nominee or, as
to any Securities in the possession of an entity other than the Bank, in the
name of such entity's nominee. The Client agrees to hold such nominees harmless
from any liability as a holder of record of such Securities and will have the
same responsibility as if the Securities were registered in the name of the
Client.
11. The Bank shall be responsible for the performance of only those duties
as are set forth herein or contained in Authorized Instructions given to the
Bank that are not contrary to the provisions of this Agreement. The Bank is not
under any duty to provide the Client with investment advice or to supervise its
investments.
12. Notwithstanding the provisions of Section 7 of this Agreement:
(a) all collections of funds or other property paid or distributed with
respect to any Securities shall be made at the risk of the Client;
(b) the Bank shall have no liability for any loss occasioned by delay in
the actual receipt of notice by the Bank of any payment, redemption, proceeding
or other transaction regarding, or of any rights exercisable by the Client in
connection with, any Securities with respect to which the Bank has agreed to
take action as provided in Section 6 of this Agreement;
(c) the Bank shall not be liable for any action taken in good faith and in
the exercise of reasonable care upon Authorized Instructions or upon any
certified copy of any vote of the Board of Directors or Trustees of the Client
and may rely on any such documents that it in good faith believes to be validly
executed.
XX XXXXXX
13. The Bank shall forward to the Client communications relating to any
Securities which call for voting or the exercise of rights or other specific
action (including materials relating to legal proceedings intended to be
transmitted to holders of such Securities) to the extent such communications are
received by the Bank in time for forwarding to each client of the Bank. The
Bank will cause its nominee to execute and deliver to the Client proxies
relating to Securities registered in the name of such nominee but without
indicating the manner in which such proxies are to be voted. Proxies relating
to bearer Securities will be delivered in accordance with Authorized
Instructions.
14. The Client agrees to pay the Bank as compensation for its services a
fee computed at rates determined by the Bank from time to time and communicated
to it in advance, as well as all taxes, assessments, charges and expenses
including, without limitation, legal expenses and attorney's fees incurred by
the Bank in connection with the maintenance of the Custody Accounts and Deposit
Accounts and the transfer of Securities and Cash pursuant to the terms of this
Agreement. The Bank is authorized to charge the Deposit Accounts for such items
and such amounts, as well as any other obligation or liability of any kind which
the Client may have to the Bank in connection with this Agreement, and the Bank
may exercise such right of set-off against the Deposit Accounts as may be
accorded it under applicable law. The Client agrees that it is the duty of the
Client to reconcile statements and advices sent to it by mail or electronic
media and that all such statements and advices will be considered final sixty
days from the date of dispatch.
15. The term "Authorized Instructions" means a communication given in
writing by two Authorized Persons and received by the Bank by facsimile
transmission, telegram, teletype, cablegram or other teleprocess or electronic
instruction system which the Bank believes in good faith to have been given by
the Client or which are transmitted with proper testing or authentication
pursuant to terms and conditions specified in writing by the Bank. The Client
agrees to assume all risks which may result from any action taken by the Bank in
reliance in good faith on Authorized Instructions. The term "Authorized
Persons" means those officers of the Client who have been designated by or
pursuant to a vote of the Board of Directors or Trustees, a certified copy of
which has been filed with the Bank, to act on behalf of the Client in the
performance of any acts that Authorized Persons may do under this Agreement
pursuant to such vote. Such persons shall continue to be Authorized Persons
until such time as there has been filed with the Bank a properly certified copy
of a vote of the Board of Directors or Trustees revoking the authority of such
persons. The Client shall safeguard any testkeys, identification codes or other
security devices with which the Bank provides it.
16. This Agreement may be terminated by the Bank or the Client on 60 days'
written notice to the other party, sent by registered mail. If notice of
termination is given by the Bank, Authorized Persons shall, within 60 days
following the giving of such notice, specify in writing the names of the persons
to whom all Securities and Cash shall be delivered or paid. In such case, the
Bank, subject to the satisfaction of amounts owed to it pursuant to Section 14
hereof, will deliver such Securities and pay such Cash to the persons so
specified. If within 60 days following the giving of a notice of termination by
the Bank, the
XX XXXXXX
Bank does not receive from the Client the names of the persons to whom such
Securities shall be delivered and such Cash shall be paid, the Bank at its
election may deliver such Securities and pay such Cash to a bank or trust
company doing business in the State of New York to be held and disposed of
pursuant to the provisions of this Agreement or the Authorized Instructions of
any Authorized Persons or may continue to hold such Securities and Cash until
the names of such persons are delivered to the Bank. If notice of termination
is given by the Client, the Bank, subject to the satisfaction of amounts owed to
it pursuant to Section 14 hereof, will deliver such Securities and pay such Cash
to the persons specified in Authorized Instructions.
17. Any notice or other communication to the Bank is to be addressed to
Xxxxxx Guaranty Trust Company of New York, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Safekeeping Administration. Any notice or other communication
to the Client is to be mailed postage prepaid and addressed to it in care of B.
R. Xxxxxxxxxx.
18. This Agreement shall bind the successors and assigns of the Bank
and the Client and shall be governed by and construed in accordance with the law
of the State of New York.
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxx Xxxxxx
-----------------
Vice President
STATE FARM INTERIM FUND, INC.
By: /s/ Xxx X. Xxxxx
- ----------------
President
