FORM OF
SUB-CUSTODIAN AGREEMENT
AGREEMENT dated as of November ___, 1995 among BOSTON SAFE
DEPOSIT & TRUST COMPANY (the "Bank"), THE MUNDER FUNDS, INC. (the
"Fund"), on behalf of its investment portfolios MUNDER MULTI-
SEASON GROWTH FUND, MUNDER MID-CAP GROWTH FUND AND MUNDER VALUE
FUND (each, an "Investment Portfolio") and COMERICA BANK (the
"Company").
WITNESSETH:
WHEREAS, the Company has entered into a Custodian Agreement
with the Fund, an open-end investment company, to provide certain
custody services; and
WHEREAS, the Company and the Fund wish to retain the Bank to
provide certain sub-custodian services to the Company and the Fund
for the benefit of the Fund and the Bank is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties
hereto as follows:
1. Custody Account. The Bank agrees to establish and
maintain (a) a separate custody account in the name of each
Investment Portfolio of the Fund ("Custody Account") for any and
all stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money and any certificates,
receipts, warrants or other instruments representing rights to
receive, purchase or subscribe for the same or evidencing or
representing any other rights or interests therein and other
similar property (hereinafter called "Securities") from time to
time received by the Bank or any sub-custodian (as defined in the
second paragraph of Section 3 hereof) for the account of the
particular Investment Portfolio of the Fund; and (b) a separate
deposit account or accounts in the name of each Investment
Portfolio of the Fund ("Deposit Account") for any and all cash and
cash equivalents in any currency received by the Bank or any sub-
custodian for the account of the particular Investment Portfolio
of the Fund, which cash shall not be subject to withdrawal by
draft or check. The term "Property" as used herein shall mean all
Securities, cash, cash equivalents and other assets of the Fund.
2. Maintenance of Property Abroad. Securities in a
Custody Account shall be held in such country or other
jurisdiction as shall be specified from time to time in
Instructions (as defined in Section 9 hereof), provided that such
country or other jurisdiction shall be one in which the principal
trading market for such Securities is located or the country or
other jurisdiction in which such Securities are to be presented
for payment or are acquired for the Custody Account, and cash in a
Deposit Account shall be credited to an account in such amounts
and in the country or other jurisdiction as shall be specified
from time to time in Instructions, provided that such country or
other jurisdiction shall be one in which such cash is the legal
currency for the payment of public or private debts.
3. Eligible Foreign Custodians and Securities
Depositories. The Board of Directors of the Fund authorizes the
Bank to hold the Securities in the Custody Account(s) and the cash
in the Deposit Account(s) in custody and deposit accounts,
respectively, which have been established by the Bank with one of
its branches, a branch of a qualified U.S. bank, an eligible
foreign custodian or an eligible foreign securities depository;
provided, however, that the Board of Directors of the Fund has
approved the use of, and the Bank's contract with, such eligible
foreign custodian or eligible foreign securities depository by
resolution, and Instructions to such effect have been provided to
the Bank. Furthermore, if a branch of the Bank, a branch of a
qualified U.S. bank or an eligible foreign custodian is selected
to act as the Bank's sub-custodian to hold any property, such
entity is authorized to hold such in its account with any eligible
foreign securities depository in which it participates so long as
such foreign securities depository has been approved by the Board
of Directors of the Fund. For purposes of this Agreement (a)
"qualified U.S. bank" shall mean a qualified U.S. bank as defined
in Rule 17f-5 under the Investment Company Act of 1940, as amended
("Rule 17f-5"); (b) "eligible foreign custodian" shall mean (i) a
banking institution or trust company incorporated or organized
under the laws of a country other than the United States that is
regulated as such by that country's government or an agency
thereof and that has shareholders' equity in excess of $200
million in U.S. currency (or a foreign currency equivalent
thereto) or (ii) a majority-owned direct or indirect subsidiary of
a qualified U.S. bank or bank holding company that is incorporated
or organized under the laws of a country other than the United
States and that has shareholders' equity in excess of $100 million
in U.S. currency (or a foreign currency equivalent thereto); (c)
"eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the
laws of a country other than the United States, which operates (i)
the central system for handling of securities or equivalent book-
entries in that country or (ii) a transnational system for the
central handling of securities or equivalent book-entries.
Hereinafter the term "sub-custodian" will refer to any Bank
branch, any branch of a qualified U.S. bank, any eligible foreign
custodian or any eligible foreign securities depository with which
the Bank has entered into an agreement of the type contemplated
hereunder regarding Securities and/or cash held in or to be
acquired for a Custody Account or a Deposit Account.
If, after the initial approval of the sub-custodians by the
Board of Directors of the Fund in connection with this Agreement,
the Bank wishes to appoint other sub-custodians to hold the Fund's
Property, it will so notify the Company and the Fund and will
provide them with information reasonably necessary to determine
any such new sub-custodian's eligibility under Rule 17f-5,
including a copy of the proposed agreement with such sub-
custodian. The Fund shall within 30 days after receipt of such
notice give a written approval or disapproval of the proposed
action.
If the Bank intends to remove any sub-custodian previously
approved, it shall so notify the Fund and the Company and shall
move the Property deposited with such sub-custodian to another
sub-custodian previously approved or to a new sub-custodian,
provided that the appointment of any new sub-custodian will be
subject to the requirements set forth in the preceding paragraph.
The Bank shall take steps as may be required to remove any sub-
custodian which has ceased to meet the requirements of Rule 17f-5.
4. Use of Sub-Custodians. With respect to Property which
is maintained by the Bank in the physical custody of a sub-
custodian pursuant to Section 3:
(a) The Bank will identify on its books as belonging to
the particular Investment Portfolio of the Fund any Property held
by such sub-custodian.
(b) In the event that a sub-custodian permits any of the
Securities placed in its care to be held in an eligible foreign
securities depository, such sub-custodian will be required by its
agreement with the Bank to identify on its books such Securities
as being held for the account of the Bank as a custodian for its
customers.
(c) Any Securities in a Custody Account held by a sub-
custodian of the Bank will be subject only to the instructions of
the Bank or its agents; and any Securities held in an eligible
foreign securities depository for the Account of a sub-custodian
will be subject only to the instructions of such sub-custodian.
(d) The Bank will only deposit Property in an account with
a sub-custodian which includes exclusively the assets held by the
Bank for its customers, and the Bank will cause such account to be
designated by such sub-custodian as a special custody account for
the exclusive benefit of customers of the Bank.
(e) Any agreement the Bank shall enter into with a sub-
custodian with respect to the holding of Property shall require
that (i) the Property is not subject to any right, charge,
security interest, lien or claim of any kind in favor of such sub-
custodian or its creditors except for a claim of payment for its
safe custody or administration and (ii) beneficial ownership of
such Property is freely transferable without the payment of money
or value other than for safe custody or administration; provided,
however, that the foregoing shall not apply to the extent that any
of the above-mentioned rights, charges, etc. result from any
compensation or other expenses arising with respect to the
safekeeping of Property pursuant to such agreement.
(f) The Bank shall allow independent public accountants of
the Fund such reasonable access to the records of the Bank
relating to Property held in a Custody Account and a Deposit
Account as required by such accountants in connection with their
examination of the books and records pertaining to the affairs of
the Fund. The Bank shall, subject to restrictions under
applicable law, also obtain from any sub-custodian with which the
Bank maintains the physical possession of any Property an
undertaking to permit independent public accountants of the Fund
such reasonable access to the records of such sub-custodian as may
be required in connection with their examination of the books and
records pertaining to the affairs of the Fund or to supply a
verifiable confirmation of the contents of such records. The Bank
shall furnish the Fund and the Company such reports (or portions
thereof) of the Bank's external auditors as relate directly to the
Bank's system of internal accounting controls applicable to the
Bank's duties under this Agreement.
(g) The Bank will supply to the Fund in care of its
investment adviser, and the Company at least monthly a statement
in respect to any Property in a Custody Account and a Deposit
Account held by each sub-custodian, including an identification of
the entity having possession of such Property, and the Bank will
send to the Fund and the Company an advice or notification of any
transfers of Property to or from the Custody Account and Deposit
Account, indicating, as to Property acquired for an Investment
Portfolio of the Fund, the identity of the entity having physical
possession of such Property. In the absence of the filing in
writing with the Bank by the Fund of exceptions or objections to
any such statement within sixty (60) days of the Fund's receipt of
such statement, or within sixty (60) days after the date that a
material defect is reasonably discoverable, the Fund shall be
deemed to have approved such statement; and in such case or upon
written approval of the Fund of any such statement the Bank shall,
to the extent permitted by law and provided the Bank has met the
standard of care in Section 12 hereof, be released, relieved and
discharged with respect to all matters and things set forth in
such statement as though such statement has been settled by the
decree of a court of competent jurisdiction in an action in which
the Fund and all persons having any equity interest in the Fund
were parties.
(h) The Bank hereby warrants to the Fund and the Company
that in its opinion, after due inquiry, the established procedures
to be followed by each of its branches, each branch of a qualified
U.S. bank, each eligible foreign custodian and each eligible
foreign securities depository holding Property of the Fund
pursuant to this Agreement afford protection for such Property at
least equal to that afforded by the Bank's established procedures
with respect to similar Property held by the Bank (and its
securities depositories) in Boston, MA.
(i) The Bank hereby warrants to the Fund and the Company
that as of the date of this Agreement it is maintaining a Bankers
Blanket Bond and hereby agrees to notify the Fund and the Company
in the event its Bankers Blanket Bond is cancelled or otherwise
lapses.
5. Deposit Account Payments. Subject to the provisions
of Section 7, the Bank shall make, or cause its sub-custodian to
make, payments of cash credited to a Deposit Account only:
(a) in connection with the purchase of Securities for the
particular Investment Portfolio of the Fund involved and the
delivery of such Securities to, or the crediting of such
Securities to the particular Custody Account of, the Bank or its
sub-custodian, each such payment to be made at prices as confirmed
by Instructions from Authorized Persons (as defined in Section l0
hereof);
(b) for the purchase or redemption of shares of the
capital stock of the particular Investment Portfolio of the Fund
involved and the delivery to, or crediting to the account of, the
Bank or its sub-custodian of such shares to be so purchased or
redeemed;
(c) for the payment for the account of the particular
Investment Portfolio of the Fund involved of dividends, interest,
taxes, management or supervisory fees, capital distributions or
operating expenses;
(d) for the payments to be made in connection with the
conversion, exchange or surrender of Securities held in a Custody
Account;
(e) for other proper corporate purposes of the particular
Investment Portfolio of the Fund involved; or
(f) upon the termination of this Custody
Agreement as hereinafter set forth.
All payments of cash for a purpose permitted by subsection
(a), (b), (c) or (d) of this Section 5 will be made only upon
receipt by the Bank of Instructions from Authorized Persons which
shall specify the purpose for which the payment is to be made and
the applicable subsection of this Section 5. In the case of any
payment to be made for the purpose permitted by subsection (e) of
this Section 5, the Bank must first receive a certified copy of a
resolution of the Board of Directors of the Fund adequately
describing such payment, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom such
payment shall be made. Any payment pursuant to subsection (f) of
this Section 5 will be made in accordance with Section 17 hereof.
In the event that any payment for an Investment Portfolio of
the Fund made under this Section 5 exceeds the funds available in
that Investment Portfolio's Deposit Account, the Bank's foreign
sub-custodian may, in its discretion, advance the Fund on behalf
of that Investment Portfolio an amount equal to such excess and
such advance shall be deemed an overdraft from the Bank's foreign
sub-custodian to that Investment Portfolio payable on demand,
bearing interest at the rate of interest customarily charged by
the Bank's foreign sub-custodian on similar overdrafts. If the
Bank causes a Deposit Account to be credited on the payable date
for interest, dividends or redemptions, the particular Investment
Portfolio of the Fund involved will promptly return to the Bank
any such amount or property so credited upon oral or written
notification that neither the Bank nor its sub-custodian can
collect such amount or property in the ordinary course of
business. The Bank or its sub-custodian, as the case may be,
shall have no duty or obligation to institute legal proceedings,
file a claim or proof of claim in any insolvency proceeding or
take any other action with respect to the collection of such
amount or property beyond its ordinary collection procedures.
6. Custody Account Transactions. Subject to the
provisions of Section 7, Securities in a Custody Account will be
transferred, exchanged or delivered by the Bank or its sub-
custodians only:
(a) upon sale of such Securities for the particular
Investment Portfolio of the Fund involved and receipt by the Bank
or its sub-custodian of payment therefor, each such payment to be
in the amount confirmed by Instructions from Authorized Persons;
(b) when such Securities are called, redeemed or retired,
or otherwise become payable;
(c) in exchange for or upon conversion into other
Securities alone or other Securities and cash pursuant to any plan
of merger, consolidation, reorganization, recapitalization or
readjustment;
(d) upon conversion of such Securities pursuant to their
terms into other Securities;
(e) upon exercise of subscription, purchase or other
similar rights represented by such Securities;
(f) for the purpose of exchanging interim receipts or
temporary Securities for definitive Securities;
(g) for the purpose of redeeming in kind shares of the
capital stock of the particular Investment Portfolio of the Fund
involved against delivery to the Bank or its sub-custodian of such
shares to be redeemed;
(h) for other proper corporate purposes of the particular
Investment Portfolio of the Fund involved; or
(i) upon the termination of this Custody Agreement as
hereinafter set forth.
All transfers, exchanges or deliveries of Securities in a
Custody Account for a purpose permitted by either subsection (a),
(b), (c), (d), (e) or (f) of this Section 6 will be made, except
as provided in Section 8 hereof, only upon receipt by the Bank of
Instructions from Authorized Persons which shall specify the
purpose of the transfer, exchange or delivery to be made and the
applicable subsection of this Section 6. In the case of any
transfer or delivery to be made for the purpose permitted by
subsection (g) of this Section 6, the Bank must first receive
Instructions from Authorized Persons specifying the shares held by
the Bank or its sub-custodian to be so transferred or delivered
and naming the person or persons to whom transfers or delivery of
such shares shall be made. In the case of any transfer, exchange
or delivery to be made for the purpose permitted by subsection (h)
of this Section 6, the Bank must first receive a certified copy of
a resolution of the Board of Directors of the Fund adequately
describing such transfer, exchange or delivery, declaring such
purpose to be proper corporate purpose, and naming the person or
persons to whom delivery of such Securities shall be made. Any
transfer or delivery pursuant to subsection (i) of this Section 6
will be made in accordance with Section 17 hereof.
7. Custody Account Procedures. With respect to any
transaction involving Securities held in or to be acquired for a
Custody Account, the Bank in its discretion may cause the Deposit
Account for the particular Investment Portfolio of the Fund
involved to be credited on the actual settlement date with the
proceeds of any sale or exchange of Securities from the particular
Custody Account and to be debited on the actual settlement date
for the cost of Securities purchased or acquired for the
particular Custody Account.
Settlement and payment for Securities received for, and
delivery of Securities out of, a Custody Account may be effected
in accordance with the customary or established securities trading
or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including,
without limitation, delivering Securities to the purchaser thereof
or to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment
for such Securities from such purchaser or dealer.
8. Actions of the Bank. Until the Bank receives
Instructions from Authorized Persons to the contrary, the Bank
will, or will instruct it sub-custodian, to:
(a) present for payment any Securities in a Custody
Account which are called, redeemed or retired or otherwise become
payable and all coupons and other income items which call for
payment upon presentation to the extent that the Bank or sub-
custodian is aware of such opportunities for payment, and hold
cash received upon presentation of such Securities in accordance
with the provisions of Sections 2, 3 and 4 hereof;
(b) in respect of Securities in a Custody Account, execute
in the name of the Fund on behalf of the particular Investment
Portfolio involved such ownership and other certificates as may be
required to obtain payments in respect thereof;
(c) exchange interim receipts or temporary Securities in a
Custody Account for definitive Securities;
(d) (if applicable) convert monies received with respect
to Securities of foreign issue into United States dollars or any
other currency necessary to effect any transaction involving the
Securities whenever it is practicable to do so through customary
banking channels, using any method or agency available, including,
but not limited to, the facilities of the Bank, its subsidiaries,
affiliates or sub-custodians;
(e) (if applicable) appoint brokers and agents for any
transaction involving the Securities in a Custody Account,
including, without limitation, affiliates of the Bank or any sub-
custodian; and
(f) reclaim taxes withheld by foreign issuers where
reclaim is possible provided that Bank has been provided with all
documentation it may require.
9. Instructions. As used in this Agreement, the term
"Instructions" means instructions of the Fund or the Company
received by the Bank, via telephone, telex, TWX, facsimile
transmission, bank wire or other teleprocess or electronic
instruction system acceptable to the Bank which the Bank believes
in good faith to have been given by Authorized Persons or which
are transmitted with proper testing or authentication pursuant to
terms and conditions which the Bank may specify.
Any Instructions delivered to the Bank by telephone shall
promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature of
such Person), but the particular Investment Portfolio of the Fund
involved and the Company will hold the Bank harmless for the
Company's or Fund's (i) failure to send such confirmation in
writing, or (ii) the failure of such confirmation to conform to
the telephone instructions received. Unless otherwise expressly
provided, all Instructions shall continue in full force and effect
until cancelled or superseded. If the Bank requires test
arrangements, authentication methods or other security devices to
be used with respect to Instructions, any Instructions given by
the Fund or the Company thereafter shall be given and processed in
accordance with such terms and conditions for the use of such
arrangements, methods or devices as the Bank may put into effect
and modify from time to time. The Fund and the Company shall
safeguard any testkeys, identification codes or other security
devices which the Bank shall make available to them. The Bank may
electronically record any Instructions given by telephone, and any
other telephone discussions, with respect to a Custody Account.
10. Authorized Persons. As used in this Agreement, the
term "Authorized Persons" means such officers or such agents of
the Fund or the Company as have been designated by a resolution of
the Board of Directors of the Fund, a certified copy of which has
been provided to the Bank, to act on behalf of the Fund in the
performance of any acts which Authorized Persons may do under this
Agreement. Such persons shall continue to be Authorized Persons
until such time as the Bank receives Instructions from Authorized
Persons that any such officer or agent is no longer an Authorized
Person.
11. Nominees. Securities in a Custody Account which are
ordinarily held in registered form 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 particular Investment Portfolio of the Fund involved
agrees to hold any such nominee harmless from any liability as a
holder of record of such Securities, but not if such liability is
a result of such nominee's negligence. The Bank may without
notice to the Company or the Fund cause any such Securities to
cease to be registered in the name of any such nominee and to be
registered in the name of the Fund. In the event that any
Securities registered in the name of the Bank's nominee or held by
one of its sub-custodians and registered in the name of such sub-
custodian's nominee are called for partial redemption by the
issuer of such Security, the Bank may allot, or cause to be
allotted, the called portion to the respective beneficial holders
of such class of security in any manner the Bank deems to be fair
and equitable.
12. Standard of Care.
(a) The Bank shall be obligated to perform only such
duties as are set forth in this Agreement or expressly contained
in Instructions given to Bank which are consistent with the
provisions of this Agreement.
(i) The Bank will use reasonable care with respect to its
obligations under this Agreement and the safekeeping of Property.
The Bank shall be liable to the Fund and the Company for any loss
which shall occur as the result of the failure of a sub-custodian
or an eligible foreign securities depository to exercise
reasonable care and without negligence with respect to the
safekeeping of such Property to the same extent that the Bank
would be liable to the Fund and the Company if the Bank were
holding such Property in Boston, MA. In the event of any loss to
the Fund or the Company by reason of the failure or negligent
conduct of the Bank or its sub-custodian or an eligible foreign
securities depository to exercise reasonable care, the Bank shall
be liable to the Fund or the Company only to the extent of the
Fund's or the Company'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 conditions or circumstances.
(ii) The Bank will not be responsible for any act,
omission, default or for the solvency of any broker or agent
(other than as provided herein) which it or a sub-custodian
appoints and uses unless such appointment and use were made or
done negligently or in bad faith.
(iii) The Bank shall be indemnified by, and without
liability to the particular Investment Portfolio of the Fund
involved and the Company for any action taken or omitted by the
Bank whether pursuant to Instructions or otherwise within the
scope of this Agreement if such act or omission was in good faith
and without negligence. In performing its obligations under this
Agreement, the Bank may rely on the genuineness of any document
which it believes in good faith and without negligence to have
been validly executed.
(iv) The Fund on behalf of the particular Investment
Portfolio of the Fund involved agrees to cause such investment
portfolio to pay for and hold the Bank harmless from any liability
or loss resulting from the imposition or assessment of any taxes
or other governmental charges, and any related expenses with
respect to income from or Property in such Investment Portfolio's
Custody Account and Deposit Account.
(v) The Bank shall be entitled to rely, and may act upon
the advice of counsel (who may be counsel for the Fund or the
Company) 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.
(vi) The Bank need not maintain any insurance for the
exclusive benefit of the Fund or Company.
(vii) Without limiting the foregoing, the Bank shall not be
liable for any loss which results from:
1) the general risk of investing, or
2) subject to Section 12(a)(i) 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.
(viii) 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.
(b) Consistent with and without limiting the first
paragraph of this Section 12, it is specifically acknowledged that
the Bank shall have no duty or responsibility to:
(i) Question Instructions or make any suggestions to the
Fund, the Company or an Authorized Person regarding such
Instructions;
(ii) Supervise or make recommendations with respect to
investments or the retention of Securities;
(iii) Subject to Section 12(a)(ii) hereof, evaluate or
report to the Fund, the Company 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
(iv) Review or reconcile trade confirmations received from
brokers.
(c) The Bank shall provide to the Fund, on an annual
basis, a report confirming that the arrangements hereunder remain
in compliance with the rules of the Securities and Exchange
Commission governing such arrangements.
13. Compliance with Securities and Exchange Commission
Rules and Orders. Except to the extent the Bank has specifically
agreed pursuant to this Agreement or in an exemptive order to
comply with a condition of Rule 17f-5 or any interpretation or
exemptive order promulgated thereunder by or under the authority
of the Securities and Exchange Commission, the Fund shall be
solely responsible to assure that the maintenance of Securities
and cash under this Agreement complies with such Rule 17f-5.
14. Corporate Action. Whenever the Bank or its sub-
custodian receives information concerning the Securities which
requires discretionary action by the beneficial owner of the
Securities (other than a proxy), such as subscription rights,
bonus issues, stock repurchase plans and rights offerings, or
legal notices or other material intended to be transmitted to
securities holders ("Corporate Actions"), the Bank will give the
Company notice of such Corporate Actions to the extent that the
Bank's central corporate actions department has actual knowledge
of a Corporate Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting
from a rights issue, stock dividend, stock split or similar
Corporate Action is received which bears an expiration date, the
Bank or its sub-custodians will endeavor to obtain Instructions
from the Fund, the Company or its Authorized Person, but if
Instructions are not received in time for the Bank to take timely
action, or actual notice of such Corporate Action was received too
late to seek Instructions, the Bank is authorized to sell such
rights entitlement or fractional interest and to credit the
applicable Deposit 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 12 hereof, it
shall be held harmless by the particular Investment Portfolio of
the Fund involved for any such action.
The Bank will deliver proxies to the Company 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 in the Custody Account 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 Instructions from
Authorized Persons.
15. Fees and Expenses. The Fund agrees to pay to the Bank
from time to time such compensation for its services pursuant to
this Agreement as may be mutually agreed upon in writing from time
to time and the Bank's out-of-pocket or incidental expenses,
including (but without limitation) reasonable legal fees. The
Fund hereby agrees on behalf of its respective Investment
Portfolios to cause the particular Investment Portfolio of the
Fund involved to hold the Bank harmless from any liability or loss
resulting from any taxes or other governmental charges, and any
expenses related thereto, which may be imposed, or assessed with
respect to such Investment Portfolio's Custody Account and also
agrees on behalf of its respective Investment Portfolios to cause
the particular Investment Portfolio of the Fund involved to hold
the Bank, its sub-custodians, and their respective nominees
harmless from any liability as a record holder of Securities in
such Investment Portfolio's Custody Account. The Bank is
authorized to charge any account of the particular Investment
Portfolio of the Fund involved for such items and the Bank shall
have a lien on Securities in such Investment Portfolio's Custody
Account and on cash in such Investment Portfolio's Deposit Account
for any amount owing to the Bank in connection with such
Investment Portfolio from time to time under this Agreement.
16. Effectiveness. This Agreement shall be effective on
the date first noted above.
17. Termination. This Agreement may be terminated by the
Fund, the Company or the Bank by 60 days' written notice to the
other, sent by registered mail, provided that any termination by
the Company shall be authorized by a resolution of the Board of
Directors of the Fund, a certified copy of which shall accompany
such notice of termination, and provided further, that such
resolution shall specify the names of persons to whom the Bank
shall deliver the Securities in each Custody Account and to whom
the cash in each Deposit Account shall be paid. If notice of
termination is given by the Bank, the Fund or the Company shall,
within 60 days following the giving of such notice, deliver to the
Bank a certified copy of a resolution of the Board of Directors of
the Fund specifying the names of the persons to whom the Bank
shall deliver such Securities and cash, after deducting therefrom
any amounts which the Bank determines to be owed to it under
Section l5 hereof. If within 60 days following the giving of a
notice of termination by the Bank, the Bank does not receive from
the Fund or the Company a certified copy of a resolution of the
Board of Directors of the Fund specifying the names of the persons
to whom the cash in each Deposit Account shall be paid and to whom
the Securities in each Custody Account shall be delivered, the
Bank, at its election, may deliver such Securities and pay such
cash to a bank or trust company doing business in the Continental
United States and qualified as a custodian under the Investment
Company Act of 1940 to be held and disposed of pursuant to the
provisions of this Agreement, or to Authorized Persons, or may
continue to hold such Securities and cash until a certified copy
of one or more resolutions as aforesaid is delivered to the Bank.
The obligations of the parties hereto regarding the use of
reasonable care, indemnities and payment of fees and expenses
shall survive the termination of this Agreement, and the
obligations of each Investment Portfolio of the Fund to indemnify
and/or hold harmless other persons or entities under this
Agreement shall be the several (and not the joint or joint and
several) obligation of each Investment Portfolio of the Fund.
18. Notices. Any notice or other communication from the
Fund or the Company to the Bank is to be sent to the office of the
Bank at Boston Safe Deposit and Trust Company, Xxx Xxxxx Xxxx,
Xxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxxx, or such other
address as may hereafter be given to the Fund or the Company in
accordance with the notice provisions hereunder, and any notice
from the Bank to the Fund or the Company is to be mailed postage
prepaid, addressed to the Fund and to the Company at the addresses
appearing below, or as the same may hereafter be changed on the
Bank's records in accordance with notice hereunder from the Fund
or the Company.
19. Authorized Signatures. Persons initially authorized
to give instructions pursuant to this Agreement are listed,
including specimen signatures, on Exhibit A attached.
20. Governing Law and Successors and Assigns. This
Agreement shall be governed by the law of the State of Delaware
and shall not be assignable by any party, but shall bind the
successors and assigns of the Fund, the Company and the Bank.
21. Headings. The headings of the paragraphs hereof are
included for convenience of reference only and do not form a part
of this Agreement.
22. Counterpart Execution. This Agreement may be executed
in any number of counterparts with the same effect as if all
parties hereto had signed the same document. All counterparts
shall be construed together and shall constitute one agreement.
23. Confidentiality. Bank agrees on behalf of itself and
its employees to treat confidentially all records and other
information relative to the Fund and its prior, present, or
potential shareholders, and relative to the Company and its prior
present, or potential customers, except, after prior notification
to and approval in writing by the Fund or the Company, which
approval shall not be unreasonably withheld and may not be
withheld where Bank may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested
by the Fund or the Company.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the
day and year first above written.
COMERICA BANK
By:
Address for record:
000 Xxxx Xxxxxxxxx
0xx Xxxxx Master Trust
Mail Code 3438
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxx
BOSTON SAFE DEPOSIT & TRUST COMPANY
By:
Address for record:
Xxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
THE XXXXXX FUNDS, INC., on behalf of its Investment Portfolios,
Munder Multi-Season Growth Fund, Munder Mid-Cap Growth Fund,
Munder Munder Value Fund
By:
Address for record:
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxx,
President, The Munder Funds, Inc.
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shared/bankgrp/munder/agree/subcstdy.doc
