99.B8
CUSTODY AGREEMENT
AGREEMENT, made the ___ day of ________, 1997 by and between ZURICH
YIELDWISE MONEY FUND, a Massachusetts business trust having its principal place
of business at 000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 ("Fund") and
Investors Fiduciary Trust Company, a trust company organized and existing under
the laws of Missouri, having its principal place of business at Kansas City,
Missouri ("Custodian").
WHEREAS, Fund wants to appoint Investors Fiduciary Trust Company as
Custodian to have custody of the Fund's portfolio securities and monies pursuant
to this Agreement; and
WHEREAS, Investors Fiduciary Trust Company wants to accept such
appointment;
NOW, THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN.
Fund hereby constitutes and appoints Investors Fiduciary Trust Company as
Custodian of Fund which is to include:
A. Custody of the securities and monies at any time owned by Fund;
and
B. Performing certain accounting and record keeping functions
relating to its function as Custodian for Fund and each of its Portfolios.
2. DELIVERY OF CORPORATE DOCUMENTS.
Fund has delivered or will deliver to Custodian prior to the effective date
of this Agreement, copies of the following documents and all amendments or
supplements thereto, properly certified or authenticated:
A. Resolutions of the Board of Trustees of Fund appointing Investors
Fiduciary Trust Company as Custodian hereunder and approving the form of
this Agreement; and
B. Resolutions of the Board of Trustees of Fund authorizing certain
persons to give instructions on behalf of Fund to Custodian and authorizing
Custodian to rely upon written instructions over their signatures.
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
A. Delivery of Assets
Fund will deliver or cause to be delivered to Custodian on the
effective date of this Agreement, or as soon thereafter as practicable, and
from time to time thereafter, all portfolio securities acquired by it and
monies then owned by it except as permitted by the Investment Company Act
of 1940 ("1940 Act") or from time to time coming into its possession during
the time this Agreement shall continue in effect. Custodian shall have no
responsibility or liability whatsoever for or on account of securities or
monies not so delivered. All securities so delivered to Custodian (other
than bearer securities) shall be registered in the name of Fund or its
nominee, or of a nominee of Custodian, or shall be properly endorsed and in
form for transfer satisfactory to Custodian.
B. Safekeeping
Custodian will receive delivery of and keep safely the assets of Fund
delivered to it from time to time. Custodian will not deliver any such
assets to any person except as permitted by the provisions of this
Agreement or any agreement executed by it according to the terms of this
Agreement. Custodian shall be responsible only for the monies and
securities of Fund held directly by it or its nominees or sub-custodian
under this Agreement; provided that Custodian's responsibility for any sub-
custodian appointed at the Fund's direction for purposes of (i) effecting
third-party repurchase transactions with banks, brokers, dealers, or other
entities through the use of a common custodian or sub-custodian; or (ii)
providing depository and clearing agency services with respect to certain
variable rate demand note securities ("special sub-custodian") shall be
further limited as set forth in this Agreement. Custodian may participate
directly or indirectly through a sub-custodian in the Depository Trust
Company, the Treasury/Federal Reserve Book Entry System, the Participants
Trust Company and any other securities depository approved by the Board of
Trustees of the Fund, subject to compliance with the provisions of Rule
17f-4 under the 1940 Act including, without limitation, the specific
provisions of subsections (a) (1) through (d) (4) thereof.
C. Registration of Securities
Custodian will hold stocks and other registerable portfolio securities
of Fund registered in the name of Fund or in the name of any nominee of
Custodian for whose fidelity and liabilities Custodian shall be fully
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responsible, or in street certificate form, so-called, with or without any
indication of fiduciary capacity. Unless otherwise instructed, Custodian
will register all such portfolio securities in the name of its authorized
nominee.
D. Exchange of Securities
Upon receipt of instructions, Custodian will exchange, or cause to be
exchanged, portfolio securities held by it for the account of Fund for
other securities or cash issued or paid in connection with any
reorganization, recapitalization, merger, consolidation, split-up of
shares, change of par value, conversion or otherwise, and will deposit any
such securities in accordance with the terms of any reorganization or
protective plan. Without instructions, Custodian is authorized to exchange
securities held by it in temporary form for securities in definitive form,
to effect an exchange of shares when the par value of the stock is changed,
and, upon receiving payment therefore, to surrender bonds or other
securities held by it at maturity or when advised of earlier call for
redemption, except that Custodian shall receive instructions prior to
surrendering any convertible security.
E. Purchases or Sales of Investments of Fund
Fund shall, on each business day on which a purchase or sale of a
portfolio security shall be made by it, deliver to Custodian instructions
which shall specify with respect to each such transaction:
(1) The name of the issuer and description of the security;
(2) The number of shares or the principal amount purchased or sold, and
accrued interest, if any;
(3) The trade date;
(4) The settlement date;
(5) The date when the securities sold were purchased by Fund or other
information identifying the securities sold and to be delivered;
(6) The price per unit and the brokerage commission, taxes and other
expenses in connection with the transaction;
(7) The total amount payable or receivable upon such transaction; and
(8) The name of the person from whom or the broker or dealer through whom
the transaction was made.
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In accordance with such purchase instructions, Custodian shall pay for out
of monies held for the account of Fund, but only insofar as monies are
available therein for such purpose, and receive the portfolio securities so
purchased by or for the account of Fund. Such payment shall be made only
upon receipt by Custodian of the securities so purchased in form for
transfer satisfactory to Custodian.
In accordance with such sales instructions, Custodian will deliver or cause
to be delivered the securities thus designated as sold for the account of
Fund to the broker or other person specified in the instructions relating
to such sale, such delivery to be made only upon receipt of payment
therefor in such form as shall be satisfactory to Custodian, with the
understanding that Custodian may deliver or cause to be delivered
securities for payment in accordance with the customs prevailing among
dealers in securities.
F. Purchases or Sales of Options and Futures Transactions
Fund will, on each business day on which a purchase or sale of the
following options and/or futures shall be made by it, deliver to Custodian
instructions which shall specify with respect to each such purchase or
sale:
(1) Securities Options
(a) The underlying security;
(b) The price at which purchased or sold;
(c) The expiration date;
(d) The number of contracts;
(e) The exercise price;
(f) Whether opening, exercising, expiring or closing the transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased;
(i) Market on which option traded; and
(j) Name and address of the broker or dealer through whom the sale or
purchase was made.
(2) Options on Indices
(a) The index;
(b) The price at which purchased or sold;
(c) The exercise price;
(d) The premium;
(e) The multiple;
(f) The expiration date;
(g) Whether the transaction is an opening, exercising, expiring or
closing transaction;
(h) Whether the transaction involves a put or call;
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(i) Whether the option is written or purchased; and
(j) Name and address of the broker or dealer through whom the sale or
purchase was made.
(3) Securities Index Futures Transactions
(a) The last trading date specified in the contract and, when
available, the closing level, thereof;
(b) The index level on the date the contract is entered into;
(c) The multiple;
(d) Any margin requirements;
(e) The need for a segregated margin account (in addition to
instructions; and, if not already in the possession of Custodian,
Fund shall deliver a substantially complete and executed
custodial safekeeping account and procedural agreement which
shall be incorporated into this Custody Agreement); and
(f) The name and address of the futures commission merchant through
whom the sale or purchase was made.
(4) Options on Index Futures Contracts
(a) The underlying index futures contract;
(b) The premium;
(c) The expiration date;
(d) The number of options;
(e) The exercise price;
(f) Whether the transaction involves an opening, exercising, expiring
or closing transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased; and
(i) The market on which the option is traded.
G. Securities Pledged to Secure Loans
(1) Upon receipt of instructions, Custodian will release or cause to
be released securities held in custody to the pledgee designated in such
instructions by way of pledge or hypothecation to secure any loan incurred
by Fund; provided, however, that the securities shall be released only upon
payment to Custodian of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made,
further securities may be released or caused to be released for that
purpose upon receipt of instructions. Upon receipt of instructions,
Custodian will pay, but only from funds available for such purpose, any
such loan upon redelivery to it of the securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing such loan.
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(2) Upon receipt of instructions, Custodian will release securities
held in custody to the borrower designated in such instructions; provided,
however, that the securities shall be released only upon deposit with
Custodian of full cash collateral as specified in such instructions, and
that Fund will retain the right to any dividends, interest or distribution
on such loaned securities. Upon receipt of instructions and the loaned
securities, Custodian will release the cash collateral to the borrower.
H. Routine Matters
Custodian will, in general, attend to all routine and mechanical
matters in connection with the sale, exchange, substitution, purchase,
transfer, or other dealings with securities or other property of Fund
except as may be otherwise provided in this Agreement or directed from time
to time by the Board of Trustees of Fund.
I. Demand Deposit Account
Custodian will open and maintain a demand deposit account or accounts
in the name of Custodian, subject only to draft or order by Custodian upon
receipt of instructions. All monies received by Custodian from or for the
account of Fund shall be deposited in said account or accounts.
When properly authorized by a resolution of the Board of Trustees of
Fund, Custodian may open and maintain an additional demand deposit account
or accounts in such other banks or trust companies as may be designated in
such resolution, such accounts, however, to be in the name of Custodian and
subject only to its draft or order.
J. Income and Other Payments to Fund
Custodian will:
(1) collect, claim and receive and deposit for the account of Fund
all income and other payments which become due and payable on or after the
effective date of this Agreement with respect to the securities deposited
under this Agreement, and credit the account of Fund with such income on
the payable date;
(2) execute ownership and other certificates and affidavits for all
federal, state and local tax purposes in connection with the collection of
bond and note coupons; and
(3) take such other action as may be necessary or proper in
connection with:
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(a) the collection, receipt and deposit of such income and other
payments, including but not limited to the presentation for payment
of:
(1) all coupons and other income items requiring presentation;
(2) all other securities which may mature or be called, redeemed,
retired or otherwise become payable and regarding which the
Custodian has actual knowledge, or notice of which is contained
in publications of the type to which it normally subscribes for
such purpose; and
(b) the endorsement for collection, in the name of Fund, of all
checks, drafts or other negotiable instruments.
Custodian, however, shall not be required to institute suit or take
other extraordinary action to enforce collection except upon receipt of
instructions and upon being indemnified to its satisfaction against the
costs and expenses of such suit or other actions. Custodian will receive,
claim and collect all stock dividends, rights and other similar items and
deal with the same pursuant to instructions. Unless prior instructions have
been received to the contrary, Custodian will, without further
instructions, sell any rights held for the account of Fund on the last
trade date prior to the date of expiration of such rights.
K. Payment of Dividends and Other Distributions
On the declaration of any dividend or other distribution on the shares
of beneficial interest of any Portfolio ("Portfolio Shares") by the Board
of Trustees of Fund, Fund shall deliver to Custodian instructions with
respect thereto, including a copy of the Resolution of said Board of
Trustees certified by the Secretary or an Assistant Secretary of Fund
wherein there shall be set forth the record date as of which shareholders
are entitled to receive such dividend or distribution, and the amount
payable per share on such dividend or distribution.
On the date specified in such Resolution for the payment of such
dividend or other distribution, Custodian shall pay out of the monies held
for the account of Fund, insofar as the same shall be available for such
purposes, and credit to the account of the Dividend Disbursing Agent for
Fund, such amount as may be necessary to pay the amount per share payable
in cash on Portfolio Shares issued and
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outstanding on the record date established by such Resolution.
L. Portfolio Shares Purchased by Fund
Whenever any Portfolio Shares are purchased by Fund, Fund or its agent
shall advise Custodian of the aggregate dollar amount to be paid for such
shares and shall confirm such advice in writing. Upon receipt of such
advice, Custodian shall charge such aggregate dollar amount to the custody
account of Fund and either deposit the same in the account maintained for
the purpose of paying for the purchase of Portfolio Shares or deliver the
same in accordance with such advice.
M. Portfolio Shares Purchased from Fund
Whenever Portfolio Shares are purchased from Fund, Fund will deposit
or cause to be deposited with Custodian the amount received for such
shares. Custodian shall not have any duty or responsibility to determine
that Fund Shares purchased from Fund have been added to the proper
shareholder account or accounts or that the proper number of such shares
have been added to the shareholder records.
N. Proxies and Notices
Custodian will promptly deliver or mail to Fund all proxies properly
signed, all notices of meetings, all proxy statements and other notices,
requests or announcements affecting or relating to securities held by
Custodian for Fund and will, upon receipt of instructions, execute and
deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Except as provided by this Agreement or
pursuant to instructions hereafter received by Custodian, neither it nor
its nominee shall exercise any power inherent in any such securities,
including any power to vote the same, or execute any proxy, power of
attorney, or other similar instrument voting any of such securities, or
give any consent, approval or waiver with respect thereto, or take any
other similar action.
O. Disbursements
Custodian will pay or cause to be paid insofar as funds are available
for the purpose, bills, statements and other obligations of Fund (including
but not limited to obligations in connection with the conversion, exchange
or surrender of securities owned by Fund, interest charges, variation
margin, dividend disbursements, taxes, management fees, administration-
distribution fees, custodian fees, legal fees, auditors' fees, transfer
agents' fees, brokerage
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commissions, compensation to personnel, and other operating expenses of
Fund) pursuant to instructions of Fund setting forth the name of the person
to whom payment is to be made, the amount of the payment, and the purpose
of the payment.
P. Books, Records and Accounts
Custodian acknowledges that all the records it shall prepare and
maintain pursuant to this Agreement shall be the property of Fund and that
upon request of Fund it shall make Fund's records available to it, along
with such other information and data as are reasonably requested by Fund,
for inspection, audit or copying, or turn said records over to Fund.
Custodian shall, within a reasonable time, render to Fund as of the
close of business on each day, a detailed statement of the amounts received
or paid and of securities received or delivered for the account of Fund
during said day. Custodian shall, from time to time, upon request by Fund,
render a detailed statement of the securities and monies held for Fund
under this Agreement, and Custodian shall maintain such books and records
as are necessary to enable it do so and shall permit such persons as are
authorized by Fund, including Fund's independent public accountants, to
examine such records or to confirm the contents of such records; and, if
demanded, shall permit federal and state regulatory agencies to examine
said securities, books and records. Upon the written instructions of Fund
or as demanded by federal or state regulatory agencies, Custodian shall
instruct any sub-custodian to permit such persons as are authorized by Fund
to examine the books, records and securities held by such sub-custodian
which relate to Fund.
Q. Appointment of Sub-Custodian
Notwithstanding any other provisions of this Agreement, all or any of
the monies or securities of Fund may be held in Custodian's own custody or
in the custody of one or more other banks or trust companies acting as sub-
custodians as may be approved by resolutions of Fund's Board of Trustees,
evidenced by a copy thereof certified by the Secretary or Assistant
Secretary of Fund. Any sub-custodian must have the qualifications required
for custodians under the 1940 Act unless exempted therefrom. Any sub-
custodian may participate directly or indirectly in the Depository Trust
Company, the Treasury/Reserve Book Entry System, the Participants Trust
Company and any other securities depository approved by the Board of
Trustees of the Fund to the same extent and subject to the same conditions
as provided hereunder. Neither Custodian nor sub-custodian
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shall be entitled to reimbursement by Fund for any fees or expenses of any
sub-custodian; provided that Custodian shall not be liable for, and Fund
shall hold Custodian harmless from, the expenses of any special sub-
custodian. The appointment of a sub-custodian shall not relieve Custodian
of any of its obligations hereunder; provided that Custodian shall be
responsible to Fund for any loss, damage, or expense suffered or incurred
by Fund resulting from the actions or omissions of a special sub-custodian
only to the extent the special sub-custodian is liable to Custodian.
R. Multiple Portfolios
If Fund shall issue shares of more than one Portfolio during the term
hereof, Custodian agrees that all securities and other assets of Fund shall
be segregated by Portfolio and all books and records, account values or
actions shall be maintained, held, made or taken, as the case may be,
separately for each Portfolio.
4. INSTRUCTIONS.
A. The term "instructions", as used herein, means written or oral
instructions to Custodian from an authorized person of Fund. Certified
copies of resolutions of the Board of Trustees of Fund naming one or more
persons authorized to give instructions in the name and on behalf of Fund
may be received and accepted by Custodian as conclusive evidence of the
authority of any person so to act and may be considered to be in full force
and effect (and Custodian shall be fully protected in acting in reliance
thereon) until receipt by Custodian of notice to the contrary. Unless the
resolution authorizing any person to give instructions specifically
requires that the approval of anyone else shall first have been obtained,
Custodian shall be under no obligation to inquire into the right of the
person giving such instructions to do so. Notwithstanding any of the
foregoing provisions of this Section 4, no authorizations or instructions
received by Custodian from Fund shall be deemed to authorize or permit any
trustee, officer, employee, or agent of Fund to withdraw any of the
securities or monies of Fund upon the mere receipt of instructions from
such trustee, officer, employee or agent.
B. No later than the next business day immediately following each oral
instruction referred to herein, Fund shall give Custodian written
confirmation of each such oral instruction. Either party may electronically
record any oral instruction whether given in person or via telephone.
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5. LIMITATION OF LIABILITY OF CUSTODIAN
A. Custodian shall hold harmless and indemnify Fund from and against
any loss or liability arising out of Custodian's failure to comply with the
terms of this Agreement or arising out of Custodian's negligence, willful
misconduct, or bad faith. Custodian may request and obtain the advice and
opinion of counsel for Fund or of its own counsel with respect to questions
or matters of law, and it shall be without liability to Fund for any action
taken or omitted by it in good faith, in conformity with such advice or
opinion.
B. If Fund requires Custodian in any capacity to take, with respect
to any securities, any action which involves the payment of money by it, or
which in Custodian's opinion might make it or its nominee liable for
payment of monies or in any other way, Custodian shall be and be kept
indemnified by Fund in an amount and form satisfactory to Custodian against
any liability on account of such action.
C. Custodian shall be entitled to receive, and Fund agrees to pay to
Custodian, on demand, reimbursement for such cash disbursements, costs and
expenses as may be agreed upon from time to time by Custodian and Fund.
D. Custodian shall be protected in acting as custodian hereunder
upon any instructions, advice, notice, request, consent, certificate or
other instrument or paper reasonably appearing to it to be genuine and to
have been properly executed and shall, unless otherwise specifically
provided herein, be entitled to receive as conclusive proof of any fact or
matter required to be ascertained from Fund hereunder, a certificate signed
by Fund's President, or other officer specifically authorized for such
purpose.
E. Without limiting the generality of the foregoing, Custodian shall
be under no duty or obligation to inquire into, and shall not be liable
for:
(1) The validity of the issue of any securities purchased by or
for Fund, the legality of the purchase thereof or evidence of
ownership required by Fund to be received by Custodian, or the
propriety of the decision to purchase or amount paid therefor;
(2) The legality of the sales of any securities by or for Fund,
or the propriety of the amount paid therefor;
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(3) The legality of the issue or sale of any shares of Fund, or
the sufficiency of the amount to be received therefor;
(4) The legality of the purchase of any shares of Fund, or the
propriety of the amount to be paid therefor; or
(5) The legality of the declaration of any dividend by Fund, or
the legality of the issue of any shares of Fund in payment of any
share dividend.
F. Custodian shall not be liable for, or considered to be the
custodian of, any money represented by any check, draft, wire transfer,
clearing house funds, uncollected funds, or instrument for the payment of
money received by it on behalf of Fund, until Custodian actually receives
such money, provided only that it shall advise Fund promptly if it fails to
receive any such money in the ordinary course of business, and use its best
efforts and cooperate with Fund toward the end that such money shall be
received.
G. Subject to the obligations of Custodian under Section 3.B.
hereof, Custodian shall not be responsible for loss occasioned by the acts,
neglects, defaults or insolvency of any broker, bank, trust company, or any
other person with whom Custodian may deal in the absence of negli-gence,
misconduct or bad faith on the part of Custodian.
H. Custodian or any sub-custodian shall provide Fund for its
approval by its Board of Trustees agreements with banks or trust companies
which will act as sub-custodian for Fund pursuant to this Agreement; and,
as set forth in Section 3.B hereof, Custodian shall be responsible for the
monies and securities of the Fund held by it or its nominees or sub-
custodians under this Agreement, but not for monies and securities of the
Fund held by any special sub-custodian except to the extent the special
sub-custodian is liable to Custodian.
6. COMPENSATION.
Fund shall pay to Custodian such compensation at such times as may from
time to time be agreed upon in writing by Custodian and Fund. Custodian may
charge such compensation against monies held by it for the account of Fund.
Custodian shall also be entitled, notwithstanding the provisions of Sections 5B
or 5C hereof, to charge against any monies held by it for the account of Fund
the amount of any loss, damage, liability or expense for which it shall be
entitled to reimbursement under the provisions of this Agreement. Custodian
shall not be entitled to reimbursement by Fund for any loss or expenses of any
sub-
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custodian; provided that Custodian shall not be liable for, and Fund shall hold
Custodian harmless from, the expenses of any special sub-custodian.
7. TERMINATION.
Either party to this Agreement may terminate the same by notice in writing,
delivered or mailed, postage prepaid, to the other party hereto and received not
less than sixty (60) days prior to the date upon which such termination shall
take effect. Upon termination of this Agreement, Fund shall pay to Custodian
such compensation for its reimbursable disbursements, costs and expenses paid or
incurred to such date and Fund shall use its best efforts to obtain a successor
custodian. Unless the holders of a majority of the outstanding shares of Fund
vote to have the securities, funds and other properties held under this
Agreement delivered and paid over to some other person, firm or corporation
specified in the vote, having not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by its last published
report, and meeting such other qualifications for custodian as set forth in the
Bylaws of Fund, the Board of Trustees of Fund shall, forthwith upon giving or
receiving notice of termination of this Agreement, appoint as successor
custodian a bank or trust company having such qualifications. Custodian shall,
upon termination of this Agreement, deliver to the successor custodian so
specified or appointed, at custodian's office, all securities then held by
Custodian hereunder, duly endorsed and in form for transfer, and all funds and
other properties of Fund deposited with or held by Custodian hereunder, and
shall cooperate in effecting changes in book-entries at the Depository Trust
Company, the Treasury/Federal Reserve Book-Entry System, the Participants Trust
Company and any other securities depository holding assets of the Fund. In the
event no such vote has been adopted by the shareholders of Fund and no written
order designating a successor custodian shall have been delivered to Custodian
on or before the date when such termination shall become effective, then
Custodian shall deliver the securities, funds and properties of Fund to a bank
or trust company at the selection of Custodian and meeting the qualifications
for custodian, if any, set forth in the Bylaws of Fund and having not less than
Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided
profits, as shown by its last published report. Upon either such delivery to a
successor custodian, Custodian shall have no further obligations or liabilities
under this Agreement. Thereafter such bank or trust company shall be the
successor custodian under this Agreement and shall be entitled to reasonable
compensation for its services. In the event that no such successor custodian can
be found, Fund will submit to its shareholders, before permitting delivery of
the cash and securities owned by Fund to anyone other than a successor
custodian, the question of whether Fund shall be liquidated or shall function
without a custodian. Not-
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withstanding the foregoing requirement as to delivery upon termination of this
Agreement, Custodian may make any other delivery of the securities, funds and
property of Fund which shall be permitted by the 1940 Act and Fund's Agreement
and Declaration of Trust and Bylaws then in effect. Except as otherwise provided
herein, neither this Agreement nor any portion thereof may be assigned by
Custodian without the consent of Fund, authorized or approved by a resolution of
its Board of Trustees.
8. NOTICES.
Notices, requests, instructions and other writings received by Fund at 000
Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 or at such other address as Fund
may have designated by certified resolution of the Board of Trustees to
Custodian and notices, requests, instructions and other writings received by
Custodian at its offices at 00 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, or
to such other address as it may have designated to Fund in writing, shall be
deemed to have been properly given hereunder.
9. MISCELLANEOUS.
A. This Agreement is executed and delivered in the State of Missouri
and shall be governed by the laws of the State of Missouri (except as to
Section 9.H. hereof which shall be governed in accordance with the laws of
The Commonwealth of Massachusetts).
B. All the terms and provisions of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the respective
successors and assigns of the parties hereto.
C. No provisions of the Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by
both parties hereto.
D. The captions in this 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.
E. This Agreement shall become effective at the close of business on
the date hereof.
F. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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G. If any part, term or provision of this Agreement is by the courts held
to be illegal, in conflict with any law or otherwise invalid, the remaining
portion or portions shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held to be
illegal or invalid.
H. All parties hereto are expressly put on notice of Fund's Agreement and
Declaration of Trust, which is on file with the Secretary of The Commonwealth of
Massachusetts, and the limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf of Fund by its
representatives as such representatives and not individually, and the
obligations of Fund hereunder are not binding upon any of the Trustees, officers
or shareholders of Fund individually but are binding upon only the assets and
property of Fund. With respect to any claim by Custodian for recovery of that
portion of the compensation (or any other liability of Fund arising hereunder)
allocated to a particular Portfolio, whether in accordance with the express
terms hereof or otherwise, Custodian shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such purpose.
I. This Agreement, together with the Fee Schedule, is the entire
contract between the parties relating to the subject matter hereof and
supersedes all prior agreements.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective authorized officers.
ZURICH YIELDWISE MONEY FUND
By:
______________________________
Title:
___________________________
Attest:
_____________________
Title:
______________________
INVESTORS FIDUCIARY TRUST COMPANY
By:
______________________________
Title:
___________________________
Attest:
______________________
Title:
_______________________
16
