MUTUAL FUND CUSTODY AGREEMENT
This AGREEMENT is entered into as of _____, 199__, between the Sefton Funds
Trust (the "Trust"), a Delaware business trust, having its principal office and
place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 and
Union Bank of California, N.A. (the "Bank"), a National Banking Association
organized under the laws of the United States with its principal place of
business at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000.
In consideration of the mutual promises set forth below, the Trust and the Bank
agree as follows:
1. DEFINITIONS.
Whenever used in this Agreement or in any Schedules to this Agreement, the words
and phrases set forth below shall have the following meanings, unless the
context otherwise requires:
1.1 "Authorized Person" shall be deemed to include the President, and any
Vice President, the Secretary, the Assistant Secretary, the Treasurer and any
Assistant Treasurer of the Trust, or any other person, including persons
employed by the Investment Adviser, whether or not any such person is an officer
of the Trust, duly authorized by the Board of Directors of the Trust to give
Oral Instructions and Written Instructions on behalf of the Trust and listed in
the certification annexed hereto as Schedule A or such other successor
certification as may be received by the Bank from time-to-time.
1.2 "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry
system for United States and federal agency securities, its successor or
successors and its nominee or nominees.
1.3 "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission under
Section 17(a) of the Securities Exchange Act of 1934, as amended, its successor
or successors and its nominee or nominees, in which the Bank is hereby
specifically authorized to make deposits. The term "Depository" shall further
mean and include any other person to be named in Written Instructions
authorized to act as a depository under the 1940 Act, its successor or
successors and its nominee or nominees.
1.4 "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and principal
by the Government of the United States or agencies or instrumentalities thereof,
and repurchase and reverse repurchase agreements with respect to any of the
foregoing types of securities, commercial paper, bank certificates of deposit,
bankers' acceptances and short-term corporate obligations, where the purchase or
sale securities normally requires settlement in federal funds on the same day as
such purchase or sale.
1.5 "Prospectus" shall mean the Series' current prospectus and statement
of additional information relating to the registration of the Series' Shares
under the Securities Act of 1933, as amended.
1.6 "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities and investments from time-to-time owned by each Series.
1.7 "Shares" refers to the shares of beneficial interest of a Series of
the Trust.
1.8 "Series" refers to Funds shown on Schedule B, attached hereto and made
a part hereof by this reference, and any such other Series as may from time-to-
time be created and designated in accordance with the provisions of the
Declaration of Trust.
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1.9 "Transfer Agent" shall mean the person which performs the transfer
agent, dividend disbursing agent and shareholder servicing agent functions for
the Trust.
1.0 "Written Instructions" shall mean a written or electronic
communication actually received by the Bank from an Authorized Person or from a
person reasonably believed by the Bank to be an Authorized Person by telecopy,
telex or any other such system whereby the receiver or such communication is
able to verify with a reasonable degree of certainty the authenticity of the
sender of such communication.
1.1 The "1940 Act" refers to the Investment Company Act of 1940, and the
rules and regulations thereunder, all as amended from time-to-time.
2. APPOINTMENT OF CUSTODIAL.
2.1 The Trust hereby constitutes and appoints the Bank as Custodian of all
the Securities and moneys owned by or in the possession of the Trust during the
period of this Agreement.
2.2 The Bank hereby accepts appointment as Custodian for the Trust and
agrees to perform the duties thereof as hereinafter set forth.
3. COMPENSATION.
3.1 The Trust will compensate the Bank for its services rendered under
this Agreement in accordance with the fees set forth in the Fee Schedule
attached as Schedule C and made a part of this Agreement by this reference.
3.2 The parties to this Agreement will agree upon the compensation for
acting as Custodian for any Series hereafter established and designed, and at
the time that the Bank commences serving as such for said Series, such agreement
shall be reflected in a Fee Schedule for the Trust, which shall be attached to
Schedule C of this Agreement.
3.3 Bank shall not change its compensation for the initial year of this
Agreement. Thereafter, any adjustment in fees shall require at 90 days advance
written notice of such fee increase from Bank to Trust.
3.4 The Bank will xxxx the Trust as soon as practicable after the end of
each month, and said xxxxxxxx will be detailed in accordance with the Fee
Schedule. The Trust will promptly pay to the Bank the amount of such billing.
In the event such xxxx is not promptly paid, the Bank may charge against any
money specifically allocated to the Trust such compensation and any expenses
incurred by the Bank in the performance of its duties pursuant to such
agreement. The Bank shall also be entitled to charge against any money held by
it and specifically allocated to the Trust the amount of any loss, damage,
liability or expense incurred with respect to such Trust, including counsel
fees, for which it shall be entitled to reimbursement under the provision of
this Agreement.
4. CUSTODY OF CASH AND SECURITIES.
4.1 RECEIPT AND HOLDING OF ASSETS. The Trust will deliver or cause to be
delivered to the Bank all Securities and moneys owned by it, including cash
received from the issuance's of its Shares, at any time during the period of
this Agreement and shall specify the Series to which the Securities and moneys
are to be specifically allocated. The Bank shall receive delivery of, keep
safely, and physically segregate and keep apart on its books, the assets of each
Series, including separate identification of Securities held in the Book-Entry
System. The Bank will not be responsible for such Securities and moneys until
actually received by it. The Trust shall instruct the Bank from time-to-time in
its sole discretion, by means of Written Instruction as to the manner in which
and in what amounts Securities and moneys of a Series are to be deposited on
behalf of such Series in the Book-Entry System or the depository and
specifically allocated on the books of the Bank to such Series. Securities and
moneys of the Trust deposited in the Book-Entry System or the Depository will be
represented in
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accounts which include only assets held by the Bank for customers, including but
not limited to accounts in which the Bank acts in a fiduciary or representative
capacity.
4.2 ACCOUNTS AND DISBURSEMENTS. The Bank shall establish and maintain a
separate account for each Series and shall credit to the separate account of
each Series all moneys received by it for the account of such Series and shall
disburse the same only:
4.2.1 In payment for Securities purchased for such Series, as
provided in Section 5 hereof;
4.2.2 In payment of dividends or distributions with respect to the
Shares of such Series;
4.2.3 In payment of original issue or other taxes with respect to
the Shares of such Series;
4.2.4 In payment for Shares which have been redeemed by such
Series;
4.2.5 Pursuant to Written Instructions, setting forth the name of
such Series, the name and address of the person to whom the payment is to be
made, the amount to be paid and the purpose for which payment is to be made; or
4.2.6 In payment of fees and in reimbursement of the expenses and
liabilities of the Bank attributable to such Series.
4.3 CONFIRMATIONS AND STATEMENTS. Promptly after the close of business
each day, the Bank shall make available to the Trust and its Fund Accountant
information with respect to all transfers to and from the account of a Series
during that day. Upon the written request of Trust, Bank shall provide within
5 business days of such written request a copy of any confirmations which
include transactions of the Trust. At least monthly, the Bank shall furnish the
Trust with a detailed statement of the Securities and moneys held for each
Series under this Agreement.
4.4 REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION.
All Securities held for a Series which are issued or issuable only in
bearer form, except such Securities as are held in the Book-Entry System, shall
be held by the Bank in that form; all other Securities held for a Series may be
registered in the name of any duly appointed registered nominee of the Bank may
from time-to-time determine, or in the name of the Book-Entry System or the
Depository of their successor or successors, or their nominee or nominees. When
a reference is made in this Agreement to an action to be taken by Bank, it is
understood by the parties that the action may be taken directly or in the case
of book-entry Securities, through the appropriate depository. The Trust agrees
to furnish to the Bank appropriate instruments to enable the Bank the
appropriate depository. The Trust agrees to furnish to the Bank appropriate
instruments to enable the Bank to hold or deliver in proper form for transfer,
or to register in the name of its registered nominee or in the name of the Book-
Entry System or the Depository, any Securities which it may hold for the account
of a Series. The Bank (or its Sub-Custodians) shall hold all such Securities
specifically allocated to a Series which are not held in the Book-Entry System
or the Depository in a separate account for such Series in the name of such
Series physically segregated at all times from those of any other person or
persons. Where Securities purchased by a Series are in a fungible bulk of
Securities registered in the name of the Bank (or its nominee) or shown on the
Bank's account on the books of the Depository or the Book-Entry System, the Bank
shall by book entry or otherwise identify the quantity of those Securities
belonging to such Series.
4.5 COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES. Unless
otherwise instructed to the contrary by Written Instructions, the Bank shall
with respect to all Securities held for a Series in accordance with this
Agreement:
4.5.1 Collect all income due or payable and credit such income
promptly on the contractual settlement date, whether or not actually received,
to the account of the appropriate Series, except for income from foreign issues.
Income which has not been collected after reasonable effort, within a time
agreed upon between the parties, shall be repaid to the Bank pending final
collection at such date as may be mutually agreed upon by the Trust and the
Bank.
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4.5.2 Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed or retired, or otherwise
become payable. Bank shall monitor major publications for notice or corporate
actions in accordance with normal industry standards and shall make a good faith
effort to inform Trust of any call, redemption or retirement date with respect
to Securities which are owned by a Series and held by the Bank or its nominee.
Notwithstanding the foregoing, the Bank makes no guarantees to the Trust or a
Series that such normal monitoring shall identify any call, redemption or
retirement date with respect to Securities which are held by a Series and held
by Bank or its nominee. Nor shall the Bank have any responsibility or liability
to the Trust or to a Series for any loss by a Series for any missed payment or
other default resulting therefrom unless the Bank received timely notification,
which shall not be less than 5 business days, from the Trust or the Series or a
depository specifying the time, place and manner for the presentment of any put
bond owned by a Series and held by the Bank or its nominee. The Bank shall not
be responsible and assumes no liability to the Trust or a Series for the
accuracy or completeness of any notification provided to the Bank that the Bank
shall provide to the Trust or a Series with respect to put Securities;
4.5.3 Execute any necessary declarations or certificates or
ownership under the Federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect; and
4.5.4 Hold for the account of each Series all rights and other
Securities issued with respect to any Securities held by the Bank hereunder for
such Series.
4.6 DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of
Written Instructions, the Bank shall:
4.6.1 Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Written Instructions, proxies,
consents, authorization, and any other instruments whereby the authority of the
Trust as owner of any Securities may be exercised;
4.6.2 Deliver or cause to be delivered any Securities held for a
Series in exchange for other Securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing, merger, stock split,
consolidation or recapitalization of any corporation, or the exercise of any
conversion privilege;
4.6.3 Deliver or cause to be delivered any Securities held for a
Series to any protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger, consolidation or
recapitalization or sale of assets of any corporation, and receive and hold
under the terms of this Agreement in the separate (bookkeeping) account for each
Series such certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;
4.6.4 Make or cause to be made such transfers or exchanges of the
assets and take such steps as shall be states in said Written Instructions to be
for the purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Trust;
4.6.5 Deliver Securities owned by any Series upon sale of such
Securities for the account of such Series pursuant to Section 5;
4.6.6 Deliver Securities owned by any Series upon the receipt of
payment in connection with any repurchase agreement related to such Securities
entered into by such Series;
4.6.7 Deliver Securities owned by any Series to the issuer thereof
or its agent when such Securities are called, redeemed, retired or otherwise
become payable; provided, however, that in any such case the cash or other
consideration is to be delivered to the Bank.
4.6.8 Deliver Securities owned by any Series for delivery as
security in connection with any borrowings by such Series requiring a pledge of
Series assets, but only against receipt of amount borrowed;
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4.6.9 Deliver Securities owned by any Series upon receipt of
instructions from such Series for delivery to the Transfer Agent or to the
holders of Shares of such Series in connection with distributions in kind, as
may be described from time-to-time in the Series' Prospectus, in satisfaction of
requests by holders of Shares for repurchase or redemption; and
4.6.10 Deliver Securities owned by any Series for any other proper
business purpose, but only upon receipt of, in addition to Written Instructions,
a certified copy of a resolution of the Board of Directors signed by an
Authorized Person and certified by the Secretary or Assistant Secretary of the
Trust, specifying the Securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purpose to be a proper
business purpose, and naming the person or persons to whom delivery of such
Securities shall be made.
4.7 ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Bank is hereby
authorized to endorse and collect all checks, drafts or other orders for the
payment of money received by the Bank for the account of a Series.
5. PURCHASE AND SALE OF INVESTMENTS OF THE SERIES.
5.1 Promptly after each purchase of Securities held for the account of a
Series, the Trust shall deliver to the Bank Written Instructions specifying with
the respect to each purchase: (1) the name of the Series to which such
Securities are to be specifically allocated; (2) the name of the issuer and the
title of the Securities; (3) the number of shares or the principal amount
purchased and accrued interest, if any; (4) the date of purchase and settlement;
(5) the purchase price per unit; (6) the total amount payable upon such
purchase; (7) the name of the person from whom or the broker through whom the
purchase was MADE, if any; (8) whether or not such purchase is to be settled
through the Book-Entry System or the Depository; and (9) whether the Securities
purchased are to be deposited in the Book-Entry System or the Depository. The
Bank shall receive all Securities purchased by or for a Series and upon receipt
of such Securities shall pay out of the moneys held for the account of such
Series the total amount payable upon such purchase, provided that the same
conforms to the total amount payable as set forth in such Written Instructions.
5.2 Promptly after each sale of Securities of a Series, the Trust shall
deliver to the Bank Written Instructions specifying with respect to such sale:
(1) the name of the Series to which the Securities sold were specifically
allocated; (2) the name of the issuer and the title of the Securities; (3) the
number of shares or principal amount sold, and accrued interest, if any; (4) the
date of sale; (5) the sale price per unit; (6) the total amount payable to the
Series upon such sale; (7) the name of the broker through whom or the person to
whom the sale was made; and (8) whether or not such sale is to be settled
throughout the Book-Entry System or the Depository. The Bank shall deliver or
cause to be delivered the Securities to the broker or other person designated by
the Trust upon receipt of the total amount payable to such Series upon such
sale, provided that the same conforms to the total amount payable to such Series
as set forth in such Written Instructions. Subject to the foregoing, the Bank
may accept payment in such form as shall be satisfactory to it, and may deliver
Securities and arrange for payment in accordance with the customs prevailing
among dealers in Securities held by investment companies.
6. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
6.1 The Trust shall furnish to the Bank the resolution of the Board of
Directors of the Trust certified by the Secretary or Assistant Secretary (i)
authorizing the declaration of dividends or distribution with respect to a
Series on a specified periodic basis and authorizing the Bank to rely on Written
Instructions specifying the date of the declaration of such dividend or
distribution, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of the record date and the total amount
payable per shareholders of record as of the record date and the total amount
payable to the Transfer Agent on t he payment date, or (ii) setting forth the
date of declaration of any dividend or distribution by a Series, the date of
payment thereof , the record date as of which shareholders entitled to payment
shall be determined, the amount payable per share to the shareholders of record
as of the record date and the total payable to the Transfer Agent on the payment
date.
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6.2 Upon the payment date specified in such resolution or Written
Instruction in the Bank shall pay out the moneys specifically allocated to and
held for the account of the appropriate Series of the total amount payable to
the Transfer Agent of the Trust.
7. SALE AND REDEMPTION OF SHARES OF A SERIES.
7.1 Whenever the Trust shall sell or redeem any Shares of a Series, the
Trust shall deliver or cause to be delivered to the Bank Written Instructions
duly specifying:
(1) The name of the Series whose Shares were sold or redeemed;
(2) The number of Shares sold or redeemed, trade date, and price; and
(3) The amount of money to be received or paid by the Bank for the
sale or redemption of such Shares.
7.2 Upon receipt of such money from the Transfer Agent, the Bank shall
credit such money to the separate account of the Series.
7.3 Upon issuance of any Shares of a Series in accordance with the
foregoing provisions of this Section 7, the Bank shall pay, out of the moneys
specifically allocated and held for the account of such Series, all original
issue or other taxes required to be paid in connection with such issuance upon
the receipt of Written Instructions specifying the amount to be paid.
7.4 Upon receipt from the Transfer Agent of advice setting forth the
number of Shares of a Series received by the Transfer Agent for redemption and
that such Shares are valid and in good form for redemption, the Bank shall make
appropriate payment to the Transfer Agent out of the moneys specifically
allocated to and held for the account of the Series.
8. INDEBTEDNESS.
8.1 The Trust will cause to be delivered to the Bank by any bank
(excluding the Bank) from which the Trust borrows money for temporary
administrative or emergency purposes using Securities as collateral for such
borrowings, a notice or undertaking in the form currently employed by any such
bank setting forth the amount which such bank will loan to the Trust against
delivery of a stated amount of collateral. The Trust shall promptly deliver to
the Bank Written Instructions stating with respect to each borrowing: (1) the
name of the Series for which the borrowing is to be made; (2) the name of the
bank; (3) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed by the
Trust, or other loan agreement; (4) the time and date, if known, on which the
loan is to be entered into (the "borrowing date"); (5) the date on which the
loan becomes due and payable; (6) the total amount payable to the Trust for the
separate of the Series on the borrowing date; (7) the market value of
Securities to be delivered as collateral for such loan, including the name of
the issuer, the title and the number of shares or the principal amount of any
particular Securities; (8) whether the Bank is to deliver such collateral
through the Book-Entry System or the Depository; and (9) a statement that such
loan is in conformance with the 1940 Act and the Series' Prospectus.
8.2 Upon receipt of the Written Instructions referred to above, the Bank
shall deliver on the borrowing date the specified collateral and the executed
promissory note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to the total amount
payable as set forth in the Written Instructions. The Bank may, at the option
of the lending bank, keep such collateral in its possession, but such collateral
shall be subject to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Bank shall deliver as additional
collateral in the manner directed by the Trust from time-to-time such Securities
specifically allocated to such Series as may be specified in Written
Instructions to collateralize further any transaction described in this Section
8. The Trust shall cause all Securities released from collateral status to be
returned directly to the Bank, the Bank shall receive from time-to-time such
return of collateral as may be tendered to it. In the event that the Trust
fails to specify in
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Written Instructions all of the information required by this Section 8, the Bank
shall not be under any obligation to deliver any Securities. Collateral
returned to the Bank shall be held hereunder as it was prior to being used as
collateral.
9. PERSONS HAVING ACCESS TO ASSETS OF THE SERIES.
9.1 No Trustee, officer, employee or agent of the Trust, and no officer,
director, employee or agent of the Advisor, shall have physical access to the
assets of the Trust held by the Bank or be authorized or permitted to withdraw
any investments of the Trust, nor shall the Bank deliver any assets of the Trust
to any such person. No officer, director, employee or agent of the Bank who
holds any similar position with the Trust or the Advisor shall have access to
the Assets of the Trust.
9.2 The individual employees of the Bank initially duly authorized by the
Board of Directors of the Bank to have access to the assets of the Trust are
listed on Schedule A which is attached and made a part of this Agreement by this
reference. The Bank shall advise the Trust of any change in the individuals
authorized to have access to the assets of the Trust by written notice to the
Trust.
9.3 Nothing in this Section 9 shall prohibit any officer, employee or
agent of the Trust, or any officer, director, employee or agent of the Advisor,
from giving Written Instructions to the Bank so long as it does not result in
delivery of or access to assets of the Trust prohibited by this Section 9.
10. CONCERNING THE BANK.
10.1 STANDARD OF CONDUCT. The Bank 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 reasonably believed by it
to be valid or genuine 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 here under, a certificate
signed by the President, a Vice President, the Treasurer, the Secretary or an
Assistant Secretary of the Trust. The Bank 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
Directors pursuant to the Declaration of Trust as described in such vote, and
such vote may be considered as in full force and effect until receipt by the
Bank of written notice from the Secretary or an Assistant Secretary to the
contrary.
The Bank 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 to such advice. Provided,
however, that if such reliance involves a potential material loss to the Trust,
the Bank shall advise the Trust of any such actions to be taken in accordance
with such advice of counsel to the Bank.
The Bank shall be held to the exercise of reasonable care in carrying out the
provisions of this Agreement but shall be liable only for its own negligent or
bad acts or willful misconduct or willful failures to act by the Bank and its
agents or Employees. Bank shall have no responsibility for reviewing or
questioning the acts or records of any prior Custodian. The Trust shall
indemnify the Bank and hold it harmless from and against all losses,
liabilities, demands, claims, actions, expenses, attorneys' fees, and taxes
(other than taxes on income) with respect to each Series which the Bank may
suffer or incur on account of being Bank hereunder except to the extent that
such losses, liabilities, demands, claims, actions, expenses, attorneys fees or
taxes arise from the Bank's own negligence, bad faith, willful misconduct, or
willful failure to act. Notwithstanding the foregoing the Bank shall be liable
to the Trust for any loss or damage resulting from the use of the Book-Entry
System or the Depository arising by reason of any negligence, misfeasance or
misconduct on the part of the Bank or any of its employees or agents.
10.2 LIMIT OF DUTIES. Without limiting the generality of the
foregoing, the Bank shall be under no duty or obligation to inquire into, and
shall not be liable for:
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10.2.1 The validity of the issue of any Securities purchased by any
Series, the legality of the purchase thereof, the permissibility of the purchase
thereof under the Trust's governing documents, or the propriety of the amount
paid therefor;
10.2.2 The legality of the sale of any Securities by any Series,
the permissibility of such sale under the Trust's governing documents, or the
propriety of the amount for which the same are sold;
10.2.3 The legality of the issue or the sale of any Shares, or the
sufficiency of the amount to be received therefor;
10.2.4 The legality of the redemption of any Shares , or the
sufficiency of the amount to be paid therefor;
10.2.5 The legality of the declaration or payment of any dividend
or other distribution of any Series;
10.2.6 The legality of any borrowing for temporary or emergency
administrative purposes.
10.3 NO LIABILITY UNTIL RECEIPT. The Bank shall not be liable for, or
considered to be the Custodian of, any money, whether or not represented by any
check, draft, or other instrument for the payment of money, received by it on
behalf of any Series until the Bank actually receives and collects such money
directly or by the final crediting of the account representing the Trust's
interest in the Book-Entry System or the Depository.
10.4 COLLECTION WHERE PAYMENT REFUSED. The Bank shall not be under any
duty or obligation to take action to effect collection of any amount, if the
Securities upon which such amount is payable are in default, or if payment is
refused after due demand or presentation, unless and until (a) it shall be
directed to take such action by Written Instructions and (b) it shall be assured
to its satisfaction of reimbursement of its costs and expenses in connection
with any such action.
10.5 APPOINTMENT OF AGENTS AND SUB-CUSTODIANS. The Bank may appoint one or
more banking institutions, including but not limited to banking institutions
located in foreign countries, to act as Depository or Depositories or as Sub-
Custodians of Securities and moneys at any time owned by any Series, upon terms
and conditions specified in Written Instructions provided, however, that such
sub-custodian will be a qualified custodian under the 1940 Act and the Bank will
be responsible for sub-custodian's actions to the same extent it is responsible
for its own. The Bank shall use reasonable care in selecting a Depository
and/or Sub-Custodian located in a country other than the United States ("Foreign
Sub-Custodian"), and shall oversee the maintenance of any Securities or moneys
of the Trust by any Foreign Sub-Custodian.
10.6 NO DUTY TO ASCERTAIN AUTHORITY. The Bank shall not be under any duty
or obligation to ascertain whether any Securities at any time delivered to or
held by it for the Trust and specifically allocated to a Series are such as may
properly be held by the Series and specifically allocated to such Series under
the provisions of the Declaration of Trust and the Series' Prospectus.
10.7 RELIANCE ON CERTIFICATES AND INSTRUCTIONS. The Bank shall be entitled
to rely upon any Written Instructions or Oral Instructions actually received by
the Bank pursuant to the applicable Sections of this Agreement and reasonably
believed by the Bank to be genuine and to be given by an Authorized Person. The
Trust agrees to forward to the Bank Written Instructions from an Authorized
Person confirming such Oral Instructions in such manner so that such Written
Instructions are received by the Bank, whether by hand delivery, telex, or
otherwise, by the close of business on the same day that such Oral Instructions
are given to the Bank. The Trust agrees that if such confirming instructions
are not received by the Bank that it shall in no way affect the validity for the
transactions or enforceability of the transactions hereby authorized by the
Trust. The Trust agrees that the Bank shall incur no liability to the Trust in
acting upon Oral Instructions given to the Bank hereunder concerning such
transactions provided such instructions reasonably appear to have been received
from a duly Authorized Person.
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10.8 INSPECTION OF BOOKS AND RECORDS. The books and records of the Bank
regarding the Trust shall be the property of the Trust, shall be prepared and
maintained in compliance with the Investment Company Act of 1940, and shall be
open to inspection and audit at reasonable times by officers and auditors
employed by the Trust and by employees of the Securities and Exchange
Commission. The Bank shall provide the Trust, upon request, with any report
obtained by the Bank on the system of internal accounting control of the Book-
Entry System or the Depository and with such reports on its own system of
internal accounting control as the Trust may reasonably request from time-to-
time. Provided, however, that in the event that the Trust shall require a
report of internal accounting control produced by the auditors of the Series
rather than of the Bank, then such report shall be prepared at the expense of
the Series.
11. TERM AND TERMINATION.
11.1 This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter as the
parties may mutually agree.
11.2 Either of the parties hereto may terminate this Agreement with respect
to any Series by giving to the other party a notice in writing specifying the
date of such termination, which shall be not less than 60 days after the date of
receipt of such notice. In the event such notice is given by the Trust, it
shall designate a Successor Custodian or Custodians, which shall be a person
qualified to so act under the 1940 Act. In the event such notice is given by
the Bank, the Trust shall, on or before the termination date, deliver to the
Bank Written Instructions designating a Successor Custodian or Custodians. In
the absence of such designation by the Trust, the Bank may designate a Successor
Custodian, which shall be a person qualified to so act under the 0000 Xxx. If
the Trust fails to designate a Successor Custodian for any Series, the Trust
shall upon the date specified in the notice of termination of this Agreement and
upon the delivery by the Bank of all Securities (other than Securities held in
the Book-Entry Systems which cannot be delivered to the Trust) and moneys then
owned by such Series, by deemed to be its own Custodian, and the Bank shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities held in the Book-Entry
System which cannot be delivered to the Trust.
11.3 Upon the date set forth in such notice under paragraph (b) of this
Section, this Agreement shall terminate to the extent specified in such notice,
and the Bank shall upon receipt of a notice of acceptance by the Successor
Custodian on that date deliver directly to the Successor Custodian all
Securities and moneys then held by the Bank and specifically allocated to the
Series or Series specified, after deducting all fees, expenses and other amounts
for the payment or reimbursement of which it shall then be entitled with respect
to such Series or Series.
12. ADDITIONAL SERVICES BY BANK.
12.1 If allowed by the prospectus, Investment Adviser may direct that the
assets of any Series be invested in deposits in Bank or its affiliates bearing a
reasonable rate of interest.
12.2 OTHER BANK SERVICES. Any Authorized Person may direct Bank to utilize
other services or facilities provided by UnionBanCal Corporation ("UBCC"), its
subsidiaries or affiliates including Bank. Such services shall include, but not
be limited to (1) the placing of orders for the purchase, sale exchange,
investment or reinvestment of Securities through any brokerage service conducted
by, or (2) the purchase of units of any investment company managed or advised by
Bank, UBCC, or their subsidiaries or affiliates and/or for which Bank, UBCC, or
their subsidiaries or affiliates act as Custodian or provide investment advice
or other services for a fee, including, without limitation, the HighMark Funds.
Trust hereby acknowledges that Bank, UBCC or their subsidiaries or affiliates
will receive fees for such services in addition to the fees payable under this
Agreement. Fee Schedules for such additional directed services shall be
delivered to the Authorized Person before provision of such services.
13. MISCELLANEOUS.
13.1 Annexed hereto as Schedule A is a certain signed by two of the present
Officers of the Trust setting forth the names of a the signatures of the present
Authorized Persons. The Trust agrees to furnish
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to the Bank a new certification in similar form the event that any such present
Authorized Person ceases to be such an Authorized Person or in the event that
other or additional Authorized Persons are elected or appointed. Until such new
certification shall be received, the Bank shall be fully protected in acting
under the provisions of this Agreement upon Oral Instructions or signatures of
the present Authorized Persons as set forth in the last delivered certification.
13.2 Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Bank, shall be sufficiently given if addressed
to the Bank and mailed or delivered to it at its offices at:
Union Bank of California, N.A.
Mutual Fund Services Dept., Trust Group
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
or such other place as the Bank may from time-to-time designate in writing.
13.3 Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust, shall be sufficiently given if
addressed to the Trust and mailed or delivered to it at its offices at 0000
Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 or at such other place as the
Trust may from time-to-time designate in writing.
13.4 This Agreement may not be amended or modified in any manner except by
a written agreement executed by both parties with the same formality as this
Agreement, and as may be permitted or required by the 0000 Xxx.
13.5 This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Trust without the written consent
of the Bank, or by the Bank without the written consent of the Trust authorized
or approved by a resolution of the Board of Directors of the Trust, and any
attempted assignment without such written consent shall be null and void.
13.6 This Agreement shall be construed in accordance with the laws of the
State of California.
13.7 It is expressly agreed to 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 bind only the property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have 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 provided in its Declaration of Trust.
13.8 The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
13.9 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
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14. MERGER OR CONSOLIDATION OF BANK.
Any corporation or association (i) into which the Bank may be merged or
with which it may be consolidated, (ii) resulting from any merger,
consolidation, or reorganization to which the Bank may be a party, or (iii) to
which all or substantially all of the fiduciary business of the Bank may be
transferred shall become a Successor Custodian under this Agreement without the
necessity of executing any instrument or performing any further act subject to
the provision of this Agreement concerning resignation or removal of the
Custodian.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the day
and year first above written.
THE SEFTON FUNDS TRUST
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx, Chairman
DATE: 5/7/97
------------------------------
UNION BANK OF CALIFORNIA, N.A.
BY: /s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx, Vice President
DATE: 4/25/97
----------------------------
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Schedule A
Authorized Persons
Part I - Access Persons of Bank
Xxxx Xxxxxxx
Xxxx Xxxxxxxx
Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxx-Xxxxxxx
Xxxx Xxxxxx
Part II - Authorized Persons of the Trust
Xxxxxx X. Xxxxxx, President & CEO
Xxxxxx X. Xxxxxx, Vice President
Xxxx Xxxxxxxxx, Vice President & CEO
Xxxx X. Xxxxx, Vice President
Xxx Xxxxxxxxxx, Vice President
Xxxx X. Xxxxxxx, Vice President
THE SEFTON FUNDS TRUST
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx, Chairman
DATE: 5/7/97
------------------------------
UNION BANK OF CALIFORNIA, N.A.
BY: /s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx, Vice President
DATE: 4/25/97
----------------------------
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Schedule B - Funds
- Sefton U.S. Government Fund
- Sefton California Tax-Free Fund
- Sefton Equity Value Fund
THE SEFTON FUNDS TRUST
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx, Chairman
DATE: 5/7/97
------------------------------
UNION BANK OF CALIFORNIA, N.A.
BY: /s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx, Vice President
DATE: 4/25/97
----------------------------
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Amended - Schedule B - Funds
- Sefton U.S. Government Fund
- Sefton California Tax-Free Fund
- Sefton Equity Value Fund
- Sefton Small Company Value Fund
THE SEFTON FUNDS TRUST
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx, Chairman
DATE: June 27, 1997
------------------------------
UNION BANK OF CALIFORNIA, N.A.
BY: /s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx, Vice President
DATE: June 9, 1997
----------------------------
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Schedule C
Mutual Fund Services
Schedule of Fees
Custody: One basis point of market value assessed quarterly at the end of the
quarter (annualized).
Minimum Fee:
THE SEFTON FUNDS TRUST
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx, Chairman
DATE: 5/7/97
------------------------------
UNION BANK OF CALIFORNIA, N.A.
BY: /s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx, Vice President
DATE: 4/25/97
----------------------------
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