CUSTODIAN AGREEMENT
THIS AGREEMENT made on September 27, 1996, between
the AMquest Matrix Funds, Inc., a Maryland corporation
(hereinafter called the "Company") and FIRSTAR TRUST
COMPANY, a corporation organized under the laws of the
State of Wisconsin (hereinafter called the
"Custodian").
WHEREAS, the Company is an open-ended management
investment company which is registered under the
Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Company is authorized to create
separate series, each with its own separate investment
portfolio; and
WHEREAS, the Company desires that the securities
and cash of each series of the Company listed on
Schedule A attached hereto (hereinafter collectively
called the "Funds"), as may be amended from time to
time, shall be hereafter held and administered by the
Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual
agreements herein made, the Company and the Custodian
agree as follows:
1. Definitions
The word "securities" as used herein includes
stocks, shares, bonds, debentures, notes, mortgages or
other obligations, 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, or in any property or assets.
The words "officers' certificate" shall mean a
request or direction or certification in writing signed
in the name of the Company by any two of the President,
a Vice President, the Secretary and the Treasurer of
the Company, or any other persons duly authorized to
sign by the Board of Directors.
The word "Board" shall mean Board of Directors of
the AMquest Matrix Funds, Inc.
2. Names, Titles, and Signatures of the Company's
Officers
An officer of the Company will certify to the
Custodian the names and signatures of those persons
authorized to sign the officers' certificates described
in Section 1 hereof, and the names of the members of
the Board of Directors, together with any changes which
may occur from time to time.
3. Receipt and Disbursement of Money
A. The Custodian shall open and maintain a
separate account or accounts in the name of the
Company, subject only to draft or order by the
Custodian acting pursuant to the terms of this
Agreement. The Custodian shall hold in such account or
accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Company.
The Custodian shall make payments of cash to, or for
the account of, the Company from such cash only:
(a) for the purchase of securities for the
portfolio of a Fund upon the delivery of such
securities to the Custodian, registered in
the name of the Company or of the nominee of
the Custodian referred to in Section 7 or in
proper form for transfer;
(b) for the purchase or redemption of shares
of common stock of a Fund upon delivery
thereof to the Custodian, or upon proper
instructions from the Company;
(c) for the payment of interest, dividends,
taxes, investment adviser's fees or operating
expenses (including, without limitation
thereto, fees for legal, accounting, auditing
and custodian services and expenses for
printing and postage);
(d) for payments in connection with the
conversion, exchange or surrender of
securities owned or subscribed to by a Fund
held by or to be delivered to the Custodian;
or
(e) for other proper corporate purposes
certified by resolution of the Board of
Directors of the Company.
Before making any such payment, the Custodian
shall receive (and may rely upon) an officers'
certificate requesting such payment and stating that it
is for a purpose permitted under the terms of items
(a), (b), (c), or (d) of this Subsection A, and also,
in respect of item (e), upon receipt of an officers'
certificate 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
corporate purpose, and naming the person or persons to
whom such payment is to be made, provided, however,
that an officers' certificate need not precede the
disbursement of cash for the purpose of purchasing a
money market instrument, or any other security with
same or next-day settlement, if the President, a Vice
President, the Secretary or the Treasurer of the
Company issues appropriate oral or facsimile
instructions to the Custodian and an appropriate
officers' certificate is received by the Custodian
within two business days thereafter.
B. The Custodian is hereby authorized to endorse
and collect all checks, drafts or other orders for the
payment of money received by the Custodian for the
account of the Company.
C. The Custodian shall, upon receipt of proper
instructions, make federal funds available to the
Company as of specified times agreed upon from time to
time by the Company and the Custodian in the amount of
checks received in payment for shares of a Fund which
are deposited into such Fund's account.
4. Segregated Accounts
Upon receipt of proper instructions, the Custodian
shall establish and maintain segregated accounts for
and on behalf of each Fund, into which accounts may be
transferred cash and/or securities.
5. Transfer, Exchange, Redelivery, etc. of Securities
The Custodian shall have sole power to release or
deliver any securities of the Company held by it
pursuant to this Agreement. The Custodian agrees to
transfer, exchange or deliver securities held by it
hereunder only:
(a) for sales of such securities for the
account of a Fund upon receipt by the
Custodian of payment therefor;
(b) when such securities are called,
redeemed or retired or otherwise become
payable;
(c) for examination by any broker selling
any such securities in accordance with
"street delivery" custom;
(d) in exchange for, or upon conversion
into, other securities alone or other
securities and cash whether pursuant to any
plan of merger, consolidation,
reorganization, recapitalization or
readjustment, or otherwise;
(e) upon conversion of such securities
pursuant to their terms into other
securities;
(f) upon exercise of subscription, purchase
or other similar rights represented by such
securities;
(g) for the purpose of exchanging interim
receipts or temporary securities for
definitive securities;
(h) for the purpose of redeeming in kind
shares of common stock of a Fund upon
delivery thereof to the Custodian; or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian
pursuant to items (a), (b), (d), (e), (f), and (g),
securities or cash receivable in exchange therefor
shall be deliverable to the Custodian.
Before making any such transfer, exchange or
delivery, the Custodian shall receive (and may rely
upon) an officers' certificate requesting such
transfer, exchange or delivery, and stating that it is
for a purpose permitted under the terms of items (a),
(b), (c), (d), (e), (f), (g), or (h) of this Section 5
and also, in respect of item (i), upon receipt of an
officers' certificate 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 corporate purpose, and naming the person or
persons to whom delivery of such securities shall be
made, provided, however, that an officers' certificate
need not precede any such transfer, exchange or
delivery of a money market instrument, or any other
security with same or next-day settlement, if the
President, a Vice President, the Secretary or the
Treasurer of the Company issues appropriate oral or
facsimile instructions to the Custodian and an
appropriate officers' certificate is received by the
Custodian within two business days thereafter.
6. The Custodian's Acts Without Instructions
Unless and until the Custodian receives an
officers' certificate to the contrary, the Custodian
shall: (a) present for payment all coupons and other
income items held by it for the account of a Fund and
hold the cash received by it upon such payment for the
account of such Fund; (b) collect interest and cash
dividends received, with notice to the Company, for the
account of a Fund; (c) hold for the account of a Fund
hereunder all stock dividends, rights and similar
securities issued with respect to any securities held
by it hereunder; and (d) execute, as agent on behalf of
the Company, all necessary ownership certificates
required by the Internal Revenue Code (the "Code") or
the Income Tax Regulations (the "Regulations") of the
United States Treasury Department (the "Treasury
Department") or under the laws of any state now or
hereafter in effect, inserting the Company's name on
such certificates as the owner of the securities
covered thereby, to the extent it may lawfully do so.
7. Registration of Securities
Except as otherwise directed by an officers'
certificate, the Custodian shall register all
securities, except such as are in bearer form, in the
name of a registered nominee of the Custodian as
defined in the Code and any Regulations of the Treasury
Department issued thereunder or in any provision of any
subsequent federal tax law exempting such transaction
from liability for stock transfer taxes, and shall
execute and deliver all such certificates in connection
therewith as may be required by such laws or
regulations or under the laws of any state. All
securities held by the Custodian hereunder shall be at
all times held in an account or accounts of the
Custodian containing only the assets of the Company.
The Company shall from time to time furnish to the
Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered
nominee, any securities which it may hold for the
account of the Company and which may from time to time
be registered in the name of the Company.
8. Voting and Other Action
Neither the Custodian nor any nominee of the
Custodian shall vote any of the securities held
hereunder by or for the account of the Company, except
in accordance with the instructions contained in an
officers' certificate. The Custodian shall deliver, or
cause to be executed and delivered, to the Company all
notices, proxies and proxy soliciting materials with
respect to such securities, such proxies to be executed
by the registered holder of such securities (if
registered otherwise than in the name of the Company),
but without indicating the manner in which such proxies
are to be voted.
9. Transfer Tax and Other Disbursements
The Company shall pay or reimburse the Custodian
from time to time for any transfer taxes payable upon
transfers of securities made hereunder, and for all
other necessary and proper disbursements and expenses
made or incurred by the Custodian in the performance of
this Agreement.
The Custodian shall execute and deliver such
certificates in connection with securities delivered to
it or by it under this Agreement as may be required
under the provisions of the Code and any Regulations of
the Treasury Department issued thereunder, or under the
laws of any state, to exempt from taxation any
exemptible transfers and/or deliveries of any such
securities.
10. Concerning the Custodian
The Custodian shall be paid as compensation for
its services pursuant to this Agreement such
compensation as may from time to time be agreed upon in
writing between the two parties. Until modified in
writing, such compensation shall be as set forth in
Schedule B attached hereto.
The Custodian shall not be liable for any action
taken in good faith upon any certificate herein
described or certified copy of any resolution of the
Board, and may rely on the genuineness of any such
document which it may in good faith believe to have
been validly executed.
The Company agrees to indemnify and hold harmless
the Custodian and its nominee from all taxes, charges,
expenses, assessments, claims and liabilities
(including reasonable counsel fees) incurred or
assessed against it or by its nominee in connection
with the performance of this Agreement, except such as
may arise from its or its nominee's own bad faith,
negligent action, negligent failure to act or willful
misconduct. The Custodian is authorized to charge any
account of the Fund for such items.
In the event of any advance of cash for any
purpose made by the Custodian resulting from orders or
instructions of the Company, or in the event that the
Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this
Agreement, except such as may arise from its or its
nominee's own bad faith, negligent action, negligent
failure to act or willful misconduct, any property at
any time held for the account of the Company shall be
security therefor.
The Custodian agrees to indemnify and hold
harmless the Company from all charges, expenses,
assessments, and claims/liabilities (including
reasonable counsel fees) incurred or assessed against
it in connection with the performance of this
Agreement, except such as may arise from the Company's
own bad faith, negligent action, negligent failure to
act or willful misconduct.
11. Subcustodians
The Custodian is hereby authorized to engage
another bank or trust company as a subcustodian for all
or any part of the Company's assets, so long as any
such bank or trust company is itself qualified under
the 1940 Act and the rules and regulations thereunder,
and provided further that, if the Custodian utilizes
the services of a subcustodian, the Custodian shall
remain fully liable and responsible for any losses
caused to the Company by the subcustodian as fully as
if the Custodian was directly responsible for any such
losses under the terms of this Agreement.
Notwithstanding anything contained herein, if the
Company requires the Custodian to engage specific
subcustodians for the safekeeping and/or clearing of
assets, the Company agrees to indemnify and hold
harmless the Custodian from all claims, expenses and
liabilities incurred or assessed against it in
connection with the use of such subcustodian in regard
to the Company's assets, except as may arise from the
Custodian's own bad faith, negligent action, negligent
failure to act or willful misconduct.
12. Reports by the Custodian
The Custodian shall furnish the Company
periodically as agreed upon with a statement
summarizing all transactions and entries for the
account of the Company. The Custodian shall furnish to
the Company, at the end of every month, a list of the
portfolio securities for each Fund showing the
aggregate cost of each issue. The books and records of
the Custodian pertaining to its actions under this
Agreement shall be open to inspection and audit at
reasonable times by officers of, and by auditors
employed by, the Company.
13. Termination or Assignment
This Agreement may be terminated by the Company,
or by the Custodian, on ninety (90) days notice, given
in writing and sent by registered mail to the Custodian
at X.X. Xxx 0000, Xxxxxxxxx, Xxxxxxxxx 00000, or to the
Company at 0000 XX 00xx Xxx, Xxxxx 000, Xxxx
Xxxxxxxxxx, Xxxxxxx 00000, as the case may be. Upon
any termination of this Agreement, pending appointment
of a successor to the Custodian or a vote of the
shareholders of the Company to dissolve or to function
without a custodian of its cash, securities and other
property, the Custodian shall not deliver cash,
securities or other property of the Company to the
Company, but may deliver them to a bank or trust
company of its own selection that meets the
requirements of the 1940 Act to act as a Custodian for
the Company to be held under terms similar to those of
this Agreement, provided, however, that the Custodian
shall not be required to make any such delivery or
payment until full payment shall have been made by the
Company of all liabilities constituting a charge on or
against the properties then held by the Custodian or on
or against the Custodian, and until full payment shall
have been made to the Custodian of all its fees,
compensation, costs and expenses, subject to the
provisions of Section 10 of this Agreement.
This Agreement may not be assigned by the
Custodian without the consent of the Company,
authorized or approved by a resolution of its Board of
Directors.
14. Deposits of Securities in Securities Depositories
No provision of this Agreement shall be deemed to
prevent the use by the Custodian of a central
securities clearing agency or securities depository,
provided, however, that the Custodian and the central
securities clearing agency or securities depository
meet all applicable federal and state laws and
regulations, and the Board of Directors of the Company
approves by resolution the use of such central
securities clearing agency or securities depository.
15. Records
The Custodian shall keep records relating to its
services to be performed hereunder, in the form and
manner, and for such period, as it may deem advisable
and is agreeable to the Company but not inconsistent
with the rules and regulations of appropriate
government authorities, in particular Section 31 of the
1940 Act and the rules thereunder. The Custodian
agrees that all such records prepared or maintained by
the Custodian relating to the services performed by the
Custodian hereunder are the property of the Company and
will be preserved, maintained, and made available in
accordance with such section and rules of the 1940 Act
and will be promptly surrendered to the Company on and
in accordance with its request.
16. Miscellaneous
The captions in this Agreement are included for
convenience of reference only and in no way define or
limit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this
Agreement shall be held invalid by a court or
regulatory agency decision, statute, rule, or
otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be governed by
Wisconsin law. However, nothing herein shall be
construed in a manner inconsistent with the 1940 Act or
any rule or regulation promulgated by the SEC
thereunder. This Agreement constitutes the entire
Agreement of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the date first
above-written by their respective officers thereunto
duly authorized.
Executed in several counterparts, each of which is
an original.
FIRSTAR TRUST COMPANY
By: /s/ Xxxxxxx X. XxXxx
-----------------------------
Vice President
Attest:
/s/ Xxxx X. Xxxx
-------------------------------
Assistant Secretary
AMquest Matrix Funds, Inc.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx, President
Attest:
/s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxx, Xx., Secretary
Schedule A
SEPARATE SERIES OF AMQUEST MATRIX FUNDS, INC.
Name of Series Date Added
AMquest Matrix Income Fund September 27, 1996
AMquest Matrix Total Return September 27, 1996
AMquest Matrix Growth Fund September 27, 1996
Schedule B
Mutual Fund Custodial Agent Service
Domestic Portfolios
Annual Fee Schedule
Fund groups less than $500 million
Annual fee based on market value of assets:
$0.20 per $1,000 (2.0 basis points)
Minimum annual fee per fund: $3,000
Investment transactions: (purchase, sale, exchange,
tender, redemption, maturity, receipt delivery)
$12.00 per book entry security (depository or
Federal Reserve system)
$25.00 per definitive security (physical)
$75.00 per Euroclear
$ 8.00 per principal reduction on pass-through certificates
$35.00 per option/future contracts
Variable Amount Notes: Used as a short-term
investment, variable amount notes offer safety and
prevailing high interest rates. Our charge, which is
1/4 of 1%, is deducted from the variable amount note
income at the time it is credited to your account
Extraordinary expenses: Based on time and complexity
involved
Out-of-pocket expenses charged to the account include
but are not limited to:
$10.00 per variation margin transaction
$10.00 per Fed wire deposit or withdrawal
Fees are billed monthly, based on market value at the
beginning of the month
