CUSTODIAN AGREEMENT
This Agreement, dated as of ________, 1997, is entered into by and between
VARIABLE INSURANCE FUNDS (hereinafter called the "Trust"), a Massachusetts
business trust having its principal place of business in Columbus, Ohio , and
United States National Bank of Oregon, a national bank having its principal
office in Portland, Oregon (hereinafter called the "Custodian").
In consideration of the mutual covenants herein contained, the Trust and
the Custodian agree as follows:
1. Appointment and Acceptance.
The Trust hereby appoints the Custodian as custodian of all of the
securities and cash of each investment portfolio of the Trust
identified on Schedule A hereto (a "Fund"), and the Custodian agrees
to act as such upon the terms and conditions herein set forth. The
Trust agrees to deliver to the Custodian all securities and cash owned
by a Fund, and all payments of income, payments of principal, or
capital distributions received by a Fund with respect to all
securities owned by such Fund from time to time, and the cash
consideration received by a Fund for such new or treasury units of
beneficial interest of such Fund ("Shares") as may be issued or sold
from time to time. The Custodian shall not by responsible for any
property of the Trust held or received by a Fund and not delivered to
the Custodian.
2. Definitions.
The word "securities" as used herein shall have the meaning stated in
Section 2(a)(36) of the Investment Company Act of 1940, as amended
(the "1940 Act").
The words "proper instructions" as used herein mean a writing signed
or initialled by such one or more person or persons ("Authorized
Persons") and in such manner as the Board of Trustees of the Trust
shall have from time to time authorized and whose authority, names and
signatures have been most recently certified to the Custodian by the
Secretary or an Assistant Secretary of the Trust. Each such writing
shall set forth the transactions involved, including a specific
statement of the purpose for which action is requested. Payments of
monies or deliveries of securities with respect to a Fund for purposes
not specifically set forth in this Agreement shall be made by the
Custodian only upon receipt of, in addition to proper instructions, a
Resolution specifying the amount of such payment or describing the
securities to be delivered, the purpose of which the payment or
delivery is being made and declaring such purpose to be a proper
purpose of such Fund and naming the person or persons to whom such
payment or delivery is to be made. Oral instructions will be
considered proper instructions if the Custodian reasonably believes
them to have been given by Authorized Persons. The Trust shall cause
all oral instructions to be confirmed in writing. Upon receipt of a
Resolution as to the authorization by the Trustees of the Trust
accompanied by a detailed description of procedures approved by the
Trustees, proper instructions may include communications effected
directly between electromechanical or electric devices provided that
the Trustees and the Custodian are satisfied that such procedures
afford adequate safeguards for a Fund's assets.
The word "Resolution" shall mean a copy of a resolution of the Board
of Trustees (or the executive committee) of the Trust duly certified
by the Secretary or an Assistant Secretary of the Trust.
The word "Depository" as used herein means each of Depository Trust
Company, Federal Reserve Book Entry System, or any other system for
the central handling of securities as more fully described in Section
11 herein.
3. Names, Titles and Signatures.
The Trust will furnish the Custodian with a Resolution indicating the
name(s) and signature(s) of the Authorized Persons from time to time
authorized to act hereunder. In the event that any person named in the
most recent Resolution shall cease to be an Authorized Person, the
Trust will furnish the Custodian with a certificate of the Secretary
or an Assistant Secretary advising it to that effect. In the absence
of such certificate, the Custodian shall be entitled to rely, as
aforesaid, upon the signatures of the Authorized Persons named in the
most recent Resolution.
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4. Accounts.
The Custodian shall maintain an account (or accounts) on behalf of
each Fund, which may be an account (or accounts) used commonly on
behalf of only those customers for whom the Custodian acts in a
fiduciary, advisory, custodian, or other similar capacity. Such
account (or accounts) with respect to a Fund shall be subject only to
draft or order by the Custodian acting pursuant to the terms of this
Agreement, and 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 such Fund other than cash maintained by such Fund in a
bank account established and used in accordance with Rule 17f-3 under
the 1940 Act. Funds held by the Custodian on behalf of each Fund in
such account (or accounts) shall be at all times identifiable as such
in the Custodian's records.
Funds held by the Custodian on behalf of a Fund may be deposited by it
as Custodian for such Fund in such other banks or trust companies as
it may in its discretion deem necessary or desirable in accordance
with the purposes and terms described herein, provided that every such
other bank or trust company shall be qualified to act as a custodian
under the 1940 Act and further provided that each such bank or trust
company and the deposit of funds with each such bank or trust company
shall be approved by vote of a majority of the Trustees of the Trust
as evidenced by a Resolution. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by
the Custodian only in that capacity.
5. Collection of Income.
The Custodian shall collect all income and other payments with respect
to securities held hereunder when such securities are in the name of,
or in the process of transfer into the name of, the Custodian or a
nominee of the Custodian on the record date for such income or other
payments in the case of registered securities, or are held by the
Custodian on the date of payment by the issuer thereof in the case of
bearer securities. The Custodian shall credit all such income
collected by it hereunder with respect to a Fund to the account of
such Fund. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and
shall collect dividends and interest when due on securities registered
in the name of the Custodian or a nominee of the Custodian. With
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respect to securities of foreign issue, while the Custodian will use
its best efforts to collect any monies which may to its knowledge
become collectible arising from such securities, including dividends,
interest and other income, and to notify the Trust of any call for
redemption, offer of exchange, right of subscription, reorganization
or other proceedings affecting such securities, it is understood that
the Custodian shall be under no responsibility for any failure or
delay (other than a failure or delay arising from the Custodian's own
negligence or bad faith) in effecting such collections or giving such
notices, whether or not relevant information is published in any
financial service available to it.
The Custodian shall not be under any obligation or duty to take action
to effect collection of any amount, if the securities (domestic or
foreign) upon which such amount is payable are in default and payment
is refused after due demand or presentation. The Custodian will,
however, promptly notify the Trust in writing of such default and
refusal to pay.
6. Payment of Money of a Fund.
Upon receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of a Fund in the following cases only:
a. Upon the purchase of securities for the account of such Fund but
only (1) against the delivery of such securities to the Custodian
(or any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the 1940 Act to
act as a custodian and has been designated by the Custodian as
its agent for this purpose) registered in the name of such Fund
or in the name of a nominee of such Fund or in the name of a
nominee of the Custodian referred to in Section 8 hereof or in
proper form for transfer; (2) in the case of a purchase effected
through a Depository, in accordance with the conditions set forth
in Section 11 hereof; or (3) in the case of repurchase agreements
entered into between such Fund and a bank or a registered
broker-dealer, (i) against delivery of the securities either in
certificate form or through an entry crediting the Custodian's
account at the Federal Reserve Bank with such securities or (ii)
against delivery of the receipt evidencing purchase by such Fund
of securities owned by the bank or the registered broker-dealer
along with written evidence of the agreement by the bank or the
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bank or the registered broker-dealer to repurchase such
securities from such Fund;
b. In connection with the conversion, exchange or surrender of
securities owned by such Fund as set forth in Section 7(b)
hereof;
c. For the redemption or repurchase of Shares of such Fund as set
forth in Section 10 hereof;
d. For the payment of any expense or liability incurred by such
Fund, including but not limited to the following payments for the
account of such Fund: interest, taxes, management, accounting,
transfer agent and legal fees, and operating expenses of such
Fund whether or not such expenses are to be in whole or in part
capitalized or treated as deferred expenses;
e. For the payment of any dividends declared with respect to such
Fund pursuant to the governing documents of the Trust;
f. For transfer to a demand or time deposit account of such Fund in
any bank, whether domestic or foreign, or in any savings and loan
association; and
g. For any other proper purposes of such Fund, but --- only upon
receipt of, in addition to proper ---- instructions, a Resolution
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 of such Fund, and naming the person or
persons to whom such payment is to be made.
7. Duties of Custodian with Respect to Securities of a Fund
held by Custodian.
a. Holding Securities.
The Custodian shall hold in a separate account for each Fund, and
physically segregated at all times, except for securities held in
a Depository, from those of any other persons, firms or
corporations, pursuant to the provisions hereof, all securities
received by it from or for the account of such Fund. The
Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any securities and
investments, except pursuant to proper instructions of the Trust
or as otherwise provided herein and only for the account of a
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Fund as hereinafter provided.
b. Delivery of Securities.
The Custodian shall release and deliver securities owned by a
Fund held by the Custodian or in a Depository account of the
Custodian only upon receipt of proper instructions, which may be
continuing instructions when deemed appropriate by the parties,
and only in the following cases:
(1) Upon the sale of such securities for the account of such
Fund and receipt of payment therefor;
(2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into
by such Fund;
(3) In the case of a sale effected through a Depository, in
accordance with the provisions of Section 11 hereof;
(4) To a Depository in connection with tender or other similar
offers for portfolio securities of such Fund;
(5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
(6) To the issuer thereof, or its agent, for transfer into the
name of such Fund or into the name of any nominee or
nominees of the Custodian or into the name or nominee name
of any agent appointed pursuant to Section 9; or for
exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount
or number of units; provided, that, in any such case, the
new securities are to be delivered to the Custodian;
(7) To the broker selling the same for examination in accordance
with the "street delivery" custom;
(8) For exchange or conversion pursuant to any plan or merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
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securities, or pursuant to provisions for conversion
contained in such securities or pursuant to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
(9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts
or temporary securities for definitive securities; provided
that, in any such case, the new securities and cash, if any,
are to be delivered to the Custodian;
(10) For delivery in connection with any loans of securities made
by such Fund, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and such Fund, which may be in the form of cash, obligations
issued by the United States Government, its agencies or
instrumentalities, or other securities as permitted in
accordance with the terms of the current Prospectus of such
Fund;
(11) For delivery as security in connection with any borrowings
by such Fund requiring a pledge of assets by such Fund, but
only against receipt of amounts borrowed by the Custodian
except where additional collateral is being pledged on an
outstanding loan; or
(12) For any other proper purposes of such Fund, but only upon
receipt of, in addition to proper instructions, a Resolution
specifying the securities to be delivered, setting forth the
purposes to be proper purposes of such Fund, and naming the
person or persons to whom delivery of such securities shall
be made.
8. Registration of Securities.
Securities held by the Custodian (other than bearer securities) on
behalf of a Fund shall be registered in the name of such Fund or in
the name of any nominee of such Fund or of any nominee of the
Custodian which nominee shall be assigned exclusively to such Fund,
unless the Trust has authorized in writing the appointment of a
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nominee to be used in common with other registered investment
companies having the same investment adviser as such Fund or in common
exclusively with other accounts for which the Custodian acts in a
fiduciary, advisory, custodial, or other similar capacity, or in the
name or nominee name of any agent appointed pursuant to Section 9 or
in the name of any nominee or nominees used by a Depository. All
securities accepted by the Custodian on behalf of a Fund under the
terms of this Contract shall be in "street" or other good delivery
form. The Custodian shall use its best efforts to the end that the
specific securities held by the Custodian on behalf of each Fund shall
be at all times identifiable as such in the Custodian's records.
9. Appointment of Agents.
Subject to the provisions of Section 12 of this Agreement, the
Custodian may at any time or times in its discretion appoint (and may
at any time remove) any other bank (as defined in the 0000 Xxx) as its
agent or subcustodian to carry out such of the provisions of this
Agreement as the Custodian may from time to time direct; provided,
however, that the appointment of any agent shall not relieve the
Custodian of any of its responsibilities or liabilities hereunder.
10. Payments for Redemption or Repurchase of Shares of a
Fund.
From such funds as may be available for the purpose, but subject to
the limitations of the Amended and Restated Declaration of Trust (the
"Agreement and Declaration of Trust") and Bylaws of the Trust and any
applicable votes of the Trustees of the Trust pursuant thereto, the
Custodian shall, upon receipt of instructions from the Transfer Agent
for a Fund, make funds available for payment to holders of Shares
("Shareholders") of such Fund who have delivered to the Transfer Agent
a request for redemption or repurchase of their Shares. In connection
with the redemption or repurchase of Shares of a Fund, the Custodian
is authorized upon receipt of instructions from the Transfer Agent to
wire funds to a commercial bank designated by a redeeming Shareholder.
11. Deposit of a Fund's Assets in a Depository.
The Custodian may deposit and/or maintain securities owned by a Fund
in (1) a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934
which acts as a securities depository and provided such deposit and/or
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maintenance complies with all applicable provisions of Rule 17f-4
under the 1940 Act, as such Rule may from time to time be amended, or
(2) the book-entry system as provided in Subpart O of Treasury
Circular Xx. 000, 00 X.X.X. 000, Xxxxxxx X of 31 C.F.R. Part 350, and
the book-entry regulations of federal agencies substantially in the
form of Subpart O. The Trust shall furnish the Custodian with a
Resolution evidencing the approval by the Trust of the use of a
Depository by the Custodian. The Board of Trustees of the Trust shall
review, at least annually, the use of a Depository with respect to
this Agreement.
Without limiting the generality of the foregoing regarding the use of
such Depository, it is agreed that the following provisions shall
apply thereto:
a. The Custodian shall deposit and/or maintain the securities in an
account of the Custodian in the Depository that shall not include
any assets of the Custodian other than assets held by it for
customers;
b. The Custodian shall send the Trust a confirmation of any
transfers to or from the account of a Fund. Where securities are
transferred to that account, the Custodian shall also, by book
entry or otherwise, identify as belonging to such Fund a quantity
of securities in a fungible bulk of securities (1) registered in
the name of the Custodian (or its nominee) or (2) shown on the
Custodian's account on the books of the Depository;
c. The Custodian shall pay for securities purchased for the account
of a Fund upon (1) receipt of advice from the Depository that
such securities have been transferred to the account, and (2) the
making of an entry on the records of the Custodian to reflect
such payment and transfer for the account of such Fund. The
Custodian shall transfer securities sold for the account of a
Fund upon (1) receipt of advice from the Depository that payment
for such securities has been transferred to the account, and (2)
the making of an entry on the records of the Custodian to reflect
such transfer and payment for the account of the Fund. Copies of
all advices from the Depository of transfers of securities for
the account of a Fund shall identify such Fund as well as the
Trust, be maintained for such Fund by the Custodian and be
provided to the Trust at its request. The Custodian shall furnish
the Trust confirmation of each transfer to or from the account of
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a Fund in the form of a written advice or notice and shall
furnish to the Trust copies of daily transaction sheets
reflecting each day's transactions in the Depository for the
account of a Fund on the next business day;
d. The Custodian shall promptly send to the Trust reports the
Custodian receives from the Depository on the Depository's system
of internal accounting control. The Custodian shall send to the
Trust such reports on its own system of internal accounting
control as the Trust may reasonably request from time to time;
e. The Custodian shall comply with all other conditions which may be
imposed from time to time by statute or by appropriate rules and
regulations on the use of a Depository with respect to the
securities of a Fund; and
f. Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to a Fund for any loss or damage to
such Fund resulting from the use of a Depository by reason of the
Custodian's willful misfeasance, bad faith, or negligence, or
from any failure of the Custodian or any such agent to pursue
diligently such rights as it may have against such Depository; at
the election of a Fund, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claim against the
Depository or any person which the Custodian may have as a
consequence of any such loss or damage if and to the extent that
such Fund has not been made whole for any such loss or damage.
Furthermore, the Custodian shall be fully responsible for any
loss suffered by a Fund as a result of any act or failure to act
on the part of a Depository, to the same extent that the
Custodian would have been liable had the Custodian taken or
failed to take such action with respect to securities of such
Fund entrusted to its custody. Without, in any way, limiting the
generality of the foregoing, the Custodian shall be responsible
for the safe custody of the securities held in such Depository,
to the same extent as if the Custodian held physical possession
of such securities.
12. Use of Subcustodians.
Subject to Board of Trustees approval pursuant to Rule 17f-5 under the
1940 Act, the Custodian may, in connection with the purchase and sale
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by a Fund of securities outside the United States, in its discretion
appoint in writing (and may at any time remove) any other bank or trust
company (which may include a foreign branch or agency of a bank or
trust company) as its agent hereunder (individually, a "Subcustodian")
to carry out, in accordance with the terms of this Agreement, such of
the provisions of the Agreement as the Custodian may, from time to
time, direct; provided, however, that such Subcustodian (which itself
would meet the qualifications for successor custodian set forth in
Section 18 and which will have been selected with reasonable care,
having in mind the duties to be assigned to it) is understood to be the
agent of the Custodian and not the agent of such Fund, and the
Custodian shall be fully responsible for the acts of such Subcustodian
and shall not be relieved of any of its responsibilities hereunder by
the appointment of such Subcustodian.
13. Use of Euro-clear Securities Clearance Facilities.
A Fund may, from time to time, with respect to securities purchased or
sold by such Fund in Europe, if any, wish to use the Euro-clear
Securities Clearance Facilities. In such cases, a Subcustodian of the
Custodian employed pursuant to Section 12 may, notwithstanding the
other provisions of this Agreement:
a. make payments of cash upon the purchase of securities for the
account of such Fund prior to delivery of such securities to the
Subcustodian; and
b. deliver securities upon sales of such securities for the account
of such Fund prior to receipt by the Subcustodian of payment
therefor;
provided that any such transactions shall be implemented in accordance
with procedures agreed to in advance in writing by the Trust, the
Custodian and such Subcustodian.
14. Voting and Other Action.
The Custodian shall promptly deliver or mail to the Trust all forms of
proxies and all notices of meetings and other notices or announcements
affecting or relating to the securities of a Fund, and, upon receipt of
proper instructions, shall execute and deliver or cause its nominee to
execute and deliver such proxies or other authorizations as may be
required. Neither the Custodian nor its nominee shall vote upon any of
the securities or execute any proxy to vote thereon or give any consent
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to take any other action with respect thereto (except as otherwise
herein provided) unless ordered to do so by proper instructions.
15. Transfer Tax and Other Disbursements.
A Fund 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;
provided that, with the exception of such transfer taxes, a Fund shall
not pay or reimburse the Custodian for any disbursements or expenses
made or incurred in connection with the use by the Custodian of a
Depository.
The Custodian shall execute and deliver and shall cause any Depository
to execute and deliver such certificates in connection with securities
delivered to it or by it under this Agreement as may be required under
the laws of any jurisdiction to exempt from taxation any exemptible
transfers and/or deliveries of any such securities.
16. Responsibility of Custodian.
The Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it
or delivered by it pursuant to this Agreement and shall be held
harmless in acting upon proper instructions, Resolutions, any notice,
request, consent, certificate or other instrument reasonably believed
by it to be genuine and to be signed by the proper party or parties and
shall be entitled to receive as conclusive proof of any fact or matter
required to be ascertained by it hereunder, a certificate signed by the
President, a Vice President, the Treasurer, the Secretary or an
Assistant Secretary of the Trust. The Custodian may receive and accept
a Resolution as conclusive evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of
any action by the Board of Trustees pursuant to the Agreement and
Declaration of Trust or Bylaws of the Trust as described in such vote,
and such vote may be considered as in full force and effect until
receipt by the Custodian of written notice from the Secretary or an
Assistant Secretary to the contrary.
The Custodian shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Trust) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant
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to such advice.
The Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Agreement but shall be liable only
in the case of its willful misfeasance, bad faith, or negligence in the
performance of its duties.
If a Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action
may, in the opinion of the Custodian, result in the custodian or its
nominee assigned to such Fund being liable for the payment of money or
incurring liability of some other form, such Fund, as a prerequisite to
requiring the Custodian to take such action, shall provide indemnity to
the Custodian in an amount and form satisfactory to it.
The Custodian shall not incur any personal liability of any nature in
connection with any act done or omitted to be done in good faith in the
administration of this account or in carrying out any directions of the
Trust or its officers and/or trustees issued in accordance with this
Agreement, and the Custodian shall be indemnified and saved harmless by
the Trust from and against any and all such act or conduct in its
official capacity, including all expenses reasonably incurred in its
defense in case the Trust fails to provide such defense, unless such
act or conduct is the result of the Custodian's own willful misconduct,
bad faith, or negligence.
17. Effective Period, Termination and Interpretive and
Additional Provisions.
This Agreement shall become effective with respect to a Fund as of the
date first written above, and shall continue in full force and effect
until terminated with respect to a Fund by an instrument in writing
either delivered or mailed, postage prepaid, to the other party, such
termination to take effect not sooner than sixty (60) days after the
date of such delivery and mailing; provided, however, that the Trust
shall not terminate this contract in contravention of any applicable
Federal or state regulations, or any provisions of the Agreement and
Declaration of Trust and Bylaws of the Trust as the same may from time
to time be amended, and further provided, that the Trust may at any
time by action of its Board of Trustees substitute with respect to a
Fund another bank or trust company for the Custodian by giving notice
as above to the Custodian.
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Upon termination hereof the Custodian shall be entitled to such
compensation as may be due it as of the date of such termination and
shall likewise be entitled to reimbursement for its costs, expenses,
and disbursements (whether incurred prior to or subsequent to
termination) and as provided herein.
This Agreement may be amended with respect to a Fund at any time by
mutual agreement of the parties hereto in writing; provided, however,
that this Agreement may not be amended in contravention of any
applicable Federal or state regulations, or any provisions of the
Agreement and Declaration of Trust and Bylaws of the Trust as the same
may from time to time be amended.
In connection with the operation of this Agreement, the Custodian and
the Trust may, with respect to a Fund, agree from time to time on such
provisions interpretive of or in addition to the provisions of this
Agreement as may in their joint opinion be consistent with the general
tenor of this Agreement, any such interpretive or additional provisions
to be signed by both parties and annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable
Federal or state regulations, or any provisions of the Agreement and
Declaration of Trust and Bylaws of the Trust as the same may from time
to time be amended. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment
of this Agreement.
18. Successor Custodian.
If a successor custodian is appointed with respect to a Fund by the
Board of Trustees of the Trust, the Custodian shall, upon termination,
deliver to such successor custodian at the office of the Custodian,
duly endorsed and in form for transfer, all securities then held
hereunder and all funds or other properties of such Fund deposited with
or held by it hereunder.
If no such successor custodian is appointed, the Custodian shall, in
like manner, at its office, upon receipt of a certified copy of a vote
of the Shareholders of such Fund, deliver such securities, funds and
other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Shareholders of such Fund shall have
been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have the
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right to deliver to a bank or trust company of its own selection
qualified to act as a custodian under the 1940 Act, having an aggregate
capital, surplus, and undivided profits, as shown by its last published
report, of not less than $20,000,000, all securities, funds, and other
properties held by the Custodian on behalf of such Fund and all
instruments held by it relative thereto and all other property held by
it with respect to such Fund under this Agreement. Thereafter such bank
or trust company shall be the successor of the custodian with respect
to such Fund under this Agreement.
In the event that securities, funds, and other properties remain in the
possession of the Custodian after the date of termination hereof owing
to the failure of the trust to procure the certified copy referred to
above, or to the failure of the Trustees to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its
services during such period and the provisions of this Agreement
relating to the duties and obligations of the Custodian shall remain in
full force and effect.
19. Compensation of Custodian.
The Custodian shall be entitled to compensation for its services and
expenses as Custodian for the assets of a Fund as described on Schedule
B hereto.
20. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of
Massachusetts.
21. Limitation of Liability of the Trustees and Shareholders.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind
only the trust property of the Trust. The execution and delivery of
this Agreement have been authorized by the Trustees, and this Agreement
has been signed and delivered by an authorized officer of the Trust,
acting as such, and neither such authorization by the Trustees nor such
execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of the Trust as
15
provided in the Trust's Agreement and Declaration of Trust.
22. Notices.
All directions, orders, instructions, notices, accountings, reports and
other written communications required to be given under this Agreement
shall be addressed to the parties at their respective addresses as
shown below or such other addresses as each may hereafter designate in
writing delivered to the other:
In the case of the Trust:
Variable Insurance Funds
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
In the case of the Custodian:
United States National Bank of Oregon
Trust Operations Department
000 X.X. Xxxxx Xxxxxx X-0
Xxxxxxxx, Xxxxxx
Attention: Xxxxx Xxxxxxxx
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized officers and its seal
to be hereunto affixed as of the day first written above.
VARIABLE INSURANCE FUNDS
[ SEAL ] By:_______________________________________
Title:____________________________________
UNITED STATES NATIONAL BANK OF OREGON
[ SEAL ] By:______________________________________
Title:___________________________________
16
Dated: ________, 1997
Schedule A
to the Custodian Agreement
between Variable Insurance Funds and
United States National Bank of Oregon
Name of Fund
Variable Insurance Money Market Fund
Variable Insurance Allocated Conservative Fund
Variable Insurance Allocated Balanced Fund
Variable Insurance Allocated Growth Fund
Variable Insurance Allocated Aggressive Fund
VARIABLE INSURANCE FUNDS
By:__________________________________
Date:________________________________
UNITED STATES NATIONAL BANK OF OREGON
By:_________________________________
Date:_______________________________
A-1
Dated: _______, 1997
Schedule B
to the Custodian Agreement
between Variable Insurance Funds and
United States National Bank of Oregon
Each of the Funds named in Schedule A to the Custodian Agreement between
the Variable Insurance Funds and United States National Bank of Oregon dated
_____, 1997, as supplemented, shall pay United States National Bank a fee at an
annual rate of three one-hundredths of one percent (.03%) of such Fund's average
daily net assets. United States National Bank of Oregon shall also be entitled
to be reimbursed by each Fund for its reasonable out-of-pocket expenses incurred
in the performance of its duties under the Agreement.
VARIABLE INSURANCE FUNDS
By:______________________________
Date:____________________________
UNITED STATES NATIONAL BANK OF
OREGON
By:______________________________
Date:____________________________
B-1
