Exhibit 23 (g) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
STRATEVEST FUNDS
CUSTODIAN AGREEMENT
AGREEMENT made as of the 14th day of September, 2000, by and between
Stratevest Funds, a business trust organized under the laws of the State of
Delaware, with its principal office and place of business at 000 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000-0000 (the "the Trust"), and Forum Trust, LLC, a Maine
limited liability company doing business as a non-depository trust company with
its principal office and place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxx 00000 ("Forum").
WHEREAS, the Trust is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act") and
may offer one or more series of shares, each of which shall represent an
interest in a separate portfolio of Securities and Cash (each as hereinafter
defined) (all such existing and additional series now or hereafter listed on
Exhibit A being hereafter referred to individually as a "Portfolio," and
collectively, as the "Portfolios"); and
WHEREAS, Forum has entered into a certain Master Subcustodian Agreement
with Bankers Trust Company ("Bankers Trust") dated as of April 20, 1999 (the
"Master Subcustodian Agreement") under which Bankers Trust provides certain
sub-custody services on behalf of the Portfolios to Forum; and
WHEREAS, the Trust wishes to retain Forum to provide certain custodial
services to the Trust for the benefit of the Portfolios, and Forum is willing to
provide such services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT OF FORUM
The Trust, on behalf of each Portfolio, hereby employs Forum as custodian
of all assets of each Portfolio that are delivered to and accepted by Forum or
any Subcustodian (as that term is defined in Section 4) (the "Property")
pursuant to the terms and conditions set forth herein. For purposes of this
Agreement, "delivery" of Property shall include the acquisition by the Trust of
a security entitlement (as that term is defined in the New York Uniform
Commercial Code ("UCC")). Without limitation, such Property shall include stocks
and other equity interests of every type, evidences of indebtedness, other
instruments representing same or rights or obligations to receive, purchase,
deliver or sell same and other non-cash investment property of a Portfolio
("Securities") and cash from any source and in any currency ("Cash"), provided
that Forum shall have the right, in its sole discretion, to refuse to accept as
Property any property of a Portfolio that Forum considers not to be appropriate
or in proper form for deposit for any reason. Forum shall not be responsible for
any property of a Portfolio held or received by the Trust or others and not
delivered to Forum or any Subcustodian.
SECTION 2. MAINTENANCE OF SECURITIES AND CASH AT FORUM AND
SUBCUSTODIAN LOCATIONS
Pursuant to Instructions (as hereinafter defined in Section 15), the Trust
shall direct Forum to (a) settle Securities transactions and maintain Cash in
the country or other jurisdiction in which the principal trading market for such
Securities is located, where such Securities are to be presented for payment or
where such Securities are acquired and (b) maintain Cash and cash equivalents in
such countries in amounts reasonably necessary to effect the Trust's
transactions in such Securities. Instructions to settle Securities transactions
in any country shall be deemed to authorize the holding of such Securities and
Cash in that country.
SECTION 3. CUSTODY ACCOUNT
Forum agrees to establish and maintain one or more custody accounts on its
books each in the name of the Trust on behalf of a Portfolio (each, an
"Account") for any and all Property from time to time received and accepted by
Forum or any Subcustodian for the account of such Portfolio. Upon delivery by
the Trust to Forum of any acceptable Property belonging to a Portfolio, the
Trust shall, by Instructions, specifically indicate in which Portfolio such
Property belongs or if such Property belongs to more than one Portfolio, shall
allocate such Property to the appropriate Portfolios, and Forum shall allocate
such Property to the Accounts in accordance with the Instructions. The Trust, on
behalf of each Portfolio, acknowledges: (i) its responsibility as a principal
for all of its obligations to Forum arising under or in connection with this
Agreement, notwithstanding, that it may be acting on behalf of other persons;
and (ii) warrants its authority to deposit in the appropriate Account any
Property received therefor by Forum or a Subcustodian and to give, and authorize
others to give, instructions relative thereto. Forum may deliver securities of
the same class in place of those deposited in the Account.
Forum shall hold, keep safe and protect as custodian for each Account all
Property in such Account and, to the extent such Property constitutes "financial
assets" as defined in the UCC, shall maintain those financial assets in such
Account as security entitlements in favor of the Portfolio in whose name the
Account is maintained. All transactions, including, but not limited to, foreign
exchange transactions, involving the Property shall be executed or settled
solely in accordance with Instructions (which shall specifically reference the
Account for which such transaction is being settled), except that until Forum
receives Instructions to the contrary, Forum will:
(A) COLLECT ALL INTEREST AND DIVIDENDS AND ALL OTHER INCOME AND PAYMENTS,
WHETHER PAID IN CASH OR IN KIND, ON THE PROPERTY, AS THE SAME BECOME PAYABLE AND
CREDIT THE SAME TO THE APPROPRIATE ACCOUNT;
(b) present for payment all Securities held in an Account that are called,
redeemed or retired or otherwise become payable and all coupons and other income
items that call for payment upon presentation to the extent that Forum or
Subcustodian is aware of such opportunities after reasonable diligence and hold
the cash received in such Account pursuant to this Agreement;
(c) (i) exchange Securities where the exchange is purely ministerial
(including, without limitation, the exchange of temporary securities for those
in definitive form and the exchange of warrants, or other documents of
entitlement to securities, for the Securities themselves) and (ii) when
notification of a tender or exchange offer (other than ministerial exchanges
described in (i) above) is received for an Account, endeavor to receive
Instructions, provided that if such Instructions are not received in time for
Forum to take timely action, no action shall be taken with respect thereto;
(d) whenever notification of a rights entitlement or a fractional interest
resulting from a rights issue, stock dividend or stock split is received for an
Account and such rights entitlement or fractional interest bears an expiration
date, if after endeavoring to obtain Instructions such Instructions are not
received in time for Forum to take timely action or if actual notice of such
actions was received too late to seek Instructions, sell in the discretion of
Forum (which sale the Trust hereby authorizes Forum to make) such rights
entitlement or fractional interest and credit the Account with the net proceeds
of such sale;
(e) execute in the Trust's name for an Account, whenever Forum deems it
appropriate, such ownership and other certificates as may be required to obtain
the payment of income from the Property in such Account;
(f) pay for each Account, any and all taxes and levies in the nature of
taxes imposed on interest, dividends or other similar income on the Property in
such Account by any governmental authority. In the event there is insufficient
Cash available in such Account to pay such taxes and levies, Forum shall notify
the Trust of the amount of the shortfall and the Trust may, or may cause the
Portfolio to, at its option, deposit additional Cash in such Account or take
steps to have sufficient Cash available. The Trust, on behalf of the Portfolios
agrees, when and if requested by Forum and required in connection with the
payment of any such taxes, to cooperate with Forum in furnishing information,
executing documents or otherwise;
(g) appoint brokers and agents for any of the ministerial transactions
involving the Securities described in (a) - (f), including, without limitation,
affiliates of Forum or any Subcustodian; and
(h) in the event of any loss of Securities or Cash, use its best efforts
to ascertain the circumstances relating to such loss and promptly report the
same to the Trust.
Forum shall provide cash management services to the Trust as referenced in
the "Instructions Regarding Cash Management Services", dated ____________, and
as may be amended from time to time.
SECTION 4. SUBCUSTODIANS AND SECURITIES SYSTEMS
The Trust authorizes and instructs Forum to maintain the Property in each
Account directly in one of its United States ("U.S.") branches or indirectly
through custody accounts that have been established by Forum with the following
other securities intermediaries: (a) another U.S. bank or trust company
(including Bankers Trust pursuant to the Master Subcustodian Agreement) or
branch thereof located in the U.S. that is itself qualified under the 1940 Act,
to act as custodian, or a non-U.S. branch of Forum or of any U.S. Subcustodian,
or a U.S. securities depository or clearing agency or system in which Forum or a
U.S. Subcustodian participates (individually, a "U.S. Securities System") or (b)
one of Forum's majority-owned non-U.S. subsidiaries, a majority-owned subsidiary
of a U.S. Subcustodian or a non-U.S. bank or trust company, acting as custodian
(individually, a "non-U.S. Subcustodian"; U.S. Subcustodians and non-U.S.
Subcustodians, collectively, "Subcustodians"), or a non-U.S. depository or
clearing agency or system in which Forum or any Subcustodian participates
(individually, a "non-U.S. Securities System"; U.S. Securities System and
non-U.S. Securities System, collectively, "Securities System"), PROVIDED that in
each case in which a U.S. Subcustodian or U.S. Securities System is employed,
Forum shall notify the Trust of the appointment of such U.S. Subcustodian or
U.S. Securities System; PROVIDED FURTHER that in each case in which a non-U.S.
Subcustodian or non-U.S. Securities System is employed, (a) such Subcustodian or
Securities System either is (i) a "qualified U.S. bank" as defined by Rule 17f-5
under the 1940 Act ("Rule 17f-5") or (ii) an "eligible foreign custodian" within
the meaning of Rule 17f-5 or such Subcustodian or Securities System is the
subject of an order granted by the U.S. Securities and Exchange Commission
("SEC") exempting such agent or the subcustody arrangements thereto from all or
part of the provisions of Rule 17f-5, and (b) the identity of the non-U.S.
Subcustodian and the agreement between Forum and such non-U.S. Subcustodian has
been approved by Instructions; it being understood that Forum shall have no
liability or responsibility for determining whether the approval of any
Subcustodian or Securities System by Instructions is proper under the 1940 Act
or any rule or regulation thereunder. Exhibit D attached hereto lists all
Subcustodians and Securities Systems that have been approved by Instructions.
Notwithstanding Section 20 hereof or any other provision hereof to the contrary,
Exhibit D may be amended solely by the delivery to Forum of Instructions
pursuant to Section 15 hereof.
Upon receipt of Instructions from the Trust, Forum agrees to cease the
employment of any Subcustodian or Securities System with respect to the Trust,
and if desirable and practicable, appoint a replacement Subcustodian or
securities system in accordance with the provisions of this Section. In
addition, Forum may, at any time in its discretion, upon written notification to
the Trust, terminate the employment of any Subcustodian or Securities System.
Forum shall deliver to the Trust annually a certificate stating: (a) the
identity of each non-U.S. Subcustodian and non-U.S. Securities System then
acting on behalf of Forum and the name and address of the governmental agency or
other regulatory authority that supervises or regulates such non-U.S
Subcustodian and non-U.S. Securities System; (b) the countries in which each
non-U.S. Subcustodian or non-U.S. Securities System is located; and (c) if
requested by the Trust's Board of Trustees (the "Board") or if the Board of
Trustees responsible for any Portfolio directly approves its foreign custody
arrangements, such other information relating to such non-U.S. Subcustodians and
non-U.S. Securities Systems as may reasonably be requested by the Trust to
ensure compliance with Rule 17f-5. If requested by the Board of Trustees or if
the Board of Trustees directly approves its foreign custody arrangements, Forum
also shall furnish annually to the Trustinformation concerning such non-U.S.
Subcustodians and non-U.S. Securities Systems similar in kind and scope as that
furnished to the Trust in connection with the initial approval of this
Agreement. Forum agrees to promptly notify the Trust if, in the normal course of
its custodial activities, Forum learns of a material adverse change in the
financial condition of a non-U.S. Subcustodian or a non-U.S. Securities System
suffers a material loss of Property, or Forum has reason to believe that any
non-U.S. Subcustodian or non-U.S. Securities System has ceased to be a qualified
U.S. bank or an eligible foreign custodian each within the meaning of Rule 17f-5
or has ceased to be subject to an exemptive order from the SEC.
SECTION 5. USE OF SUBCUSTODIAN
WITH RESPECT TO PROPERTY IN AN ACCOUNT THAT IS MAINTAINED BY FORUM THROUGH
A SUBCUSTODIAN EMPLOYED PURSUANT TO SECTION 4:
(A) FORUM WILL IDENTIFY ON ITS BOOKS AS BELONGING TO THE TRUST ON BEHALF OF
A PORTFOLIO, ANY PROPERTY MAINTAINED THROUGH SUCH SUBCUSTODIAN;
(B) ANY PROPERTY IN THE ACCOUNT HELD BY A SUBCUSTODIAN WILL BE SUBJECT ONLY
TO THE INSTRUCTIONS OF FORUM OR ITS AGENTS;
(c) Property deposited with a Subcustodian will be maintained in an account
holding only assets for customers of Forum; and
(d) Any agreement Forum shall enter into with a non-U.S. Subcustodian with
respect to maintaining Property shall require that (i) the Account will be
adequately indemnified or its losses adequately insured; (ii) the Property so
maintained is not subject to any right, charge, security interest, lien or claim
of any kind in favor of such Subcustodian or its creditors except a claim for
payment in accordance with such agreement for its safe custody or
administration; (iii) beneficial ownership of Securities be freely transferable
without the payment of money or value other than for safe custody or
administration; (iv) adequate records will be maintained identifying the
Property maintained pursuant to such Agreement as belonging to the Trust or as
being held by Forum, on behalf of the Trust or all its customers; (v) to the
extent permitted by applicable law, officers of or auditors employed by, or
other representatives of or designated by, Forum, including the independent
public accountants of or designated by, the Trust be given access to the books
and records of such Subcustodian relating to Property or confirmation of the
contents of those records; and (vi) Forum on behalf of the Trust will receive
periodic reports with respect to the safekeeping of the Property, including but
not limited to notification of any transfer of Property into or out of an
Account.
SECTION 6. USE OF SECURITIES SYSTEM
With respect to Property in the Account(s) that is maintained by Forum or
any Subcustodian through a Securities System employed pursuant to Section 4:
(a) Forum shall, and the Subcustodian will be required by its agreement
with Forum to, identify on its books such Property as being maintained for the
account of Forum or Subcustodian for its customers;
(b) Any Property maintained through a Securities System for the account of
Forum or a Subcustodian will be subject only to the instructions of Forum or
such Subcustodian, as the case may be;
(c) Property deposited with a Securities System will be maintained in an
account holding only assets for customers of Forum or Subcustodian, as the case
may be, unless precluded by applicable law, rule, or regulation; and
(d) Forum shall provide the Trust with any report obtained by Forum or
Subcustodian on the Securities System's accounting system, internal accounting
control and procedures for safeguarding securities deposited in the Securities
System;
SECTION 7. AGENTS
Forum may at any time or times in its sole discretion appoint (or remove),
as its agent to carry out such of the provisions of this Agreement as Forum may
from time to time direct any other U.S. bank or trust company which is itself
qualified under the 1940 Act to act as custodian, including Bankers Trust;
PROVIDED, however, that the appointment of any agent shall not relieve Forum of
its responsibilities or liabilities hereunder. Forum shall provide reasonable
notice to the Trust of the appointment or removal of any agent.
SECTION 8. RECORDS, OWNERSHIP OF PROPERTY, STATEMENTS,
OPINIONS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(a) The ownership of the Property, whether maintained directly by Forum or
indirectly through a Subcustodian or a Securities System as authorized herein,
shall be clearly recorded on Forum's books as belonging to the appropriate
Account and not to Forum. Forum shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other transactions for each Account.
All accounts, books and records of Forum relating thereto shall be open to
inspection and audit at all reasonable times during normal business hours by any
person designated by the Trust. All such accounts shall be maintained and
preserved in the form reasonably requested by the Trust. Forum will supply to
the Trust from time to time, as mutually agreed upon, a statement in respect to
any Property in an Account maintained by Forum or by a Subcustodian. In the
absence of the filing in writing with Forum by the Trust of exceptions or
objections to any such statement within sixty (60) days of the mailing thereof,
the Trust shall be deemed to have approved such statement and in such case or
upon written approval of the Trust of any such statement, such statement shall
be presumed to be for all purposes correct with respect to all information set
forth therein.
(b) Forum shall take all reasonable action as the Trust may request to
obtain from year to year favorable opinions from the Trust's independent
certified public accountants with respect to Forum's activities hereunder in
connection with the preparation of the Trust's registration statement on Form
N-1A and the Trust's Form N-SAR or other periodic reports to the SEC and with
respect to any other requirements of the SEC.
(c) At the request of the Trust, Forum shall deliver, and shall cause the
Subcustodians to deliver, to the Trust a written report prepared by Forum's
independent certified public accountants with respect to the services provided
by Forum under this Agreement, including, without limitation, Forum's accounting
system, internal accounting control and procedures for safeguarding Cash and
Securities, including Cash and Securities deposited and/or maintained in a
securities system or with a Subcustodian. Such report shall be of sufficient
scope and in sufficient detail as may reasonably be required by the Trust and as
may reasonably be obtained by Forum.
(d) The Trust may elect to participate in any of the electronic on-line
service and communications systems offered by Forum or a Subcustodian that can
provide the Trust, on a daily basis, with the ability to view on-line or to
print in hard copy various reports of Account activity and of Securities and/or
Cash being held in any Account. To the extent that such service shall include
market values of Securities in an Account, the Trust hereby acknowledges that
Forum or such Subcustodian now obtains and may in the future obtain information
on such values from outside sources that Forum or such Subcustodian considers to
be reliable, and the Trust agrees that Forum and such Subcustodian (i) does not
verify or represent or warrant either the reliability of such service nor the
accuracy or completeness of any such information furnished or obtained by or
through such service and (ii) shall be subject to the standard of care set forth
in Section 16 of this Agreement in selecting and utilizing such service or
furnishing any information derived therefrom.
SECTION 9. HOLDING OF SECURITIES, NOMINEES, ETC.
Securities in an Account that are maintained by Forum or any Subcustodian
may be held directly by such entity in the name of the Trust or in bearer form
or maintained, on behalf of a Portfolio, in Forum's or Subcustodian's name or in
the name of Forum's or Subcustodian's nominee. Securities that are maintained
through a Subcustodian or which are eligible for deposit in a Securities System
as provided above may be maintained with the Subcustodian or the Securities
System in an account for Forum's or Subcustodian's customers, unless prohibited
by law, rule, or regulation. Forum or Subcustodian, as the case may be, may
combine certificates representing Securities held in an Account with
certificates of the same issue held by Forum or Subcustodian as fiduciary or as
a custodian. In the event that any Securities in the name of Forum or its
nominee or held by a Subcustodian and registered in the name of such
Subcustodian or its nominee are called for partial redemption by the issuer of
such Security, Forum may, subject to the rules or regulations pertaining to
allocation of any Securities System in which such Securities have been
deposited, allot, or cause to be allotted, the called portion of the respective
beneficial holders of such class of security in any manner Forum deems to be
fair and equitable. Securities maintained with a Securities System shall be
maintained subject to the rules of that Securities System governing the rights
and obligations among the Securities System and its participants.
SECTION 10. PROXIES, ETC.
With respect to any proxies, notices, reports or other communications
pertaining to any of the Securities in any Account, Forum shall perform such
services and only such services as are: (i) set forth in Section 3 of this
Agreement; (ii) described in the applicable Service Standards (the "Proxy
Service"); and (iii) as may otherwise be agreed upon between Forum and the
Trust. The liability and responsibility of Forum in connection with the Proxy
Service referred to in (ii) of the immediately preceding sentence and in
connection with any additional services which Forum and the Trust may agree upon
as provided in (iii) of the immediately preceding sentence shall be as set forth
in the description of the Proxy Service and as may be agreed upon by Forum and
the Trust in connection with the furnishing of any such additional service and
shall not be affected by any other term of this Agreement. Neither Forum nor its
nominees or agents shall vote upon or in respect of any of the Securities in an
Account, execute any form of proxy to vote thereon, or give any consent or take
any action (except as provided in Section 3) with respect thereto except upon
the receipt of Instructions.
SECTION 11. SEGREGATED ACCOUNT
To assist the Trust in complying with the requirements of the 1940 Act and
the rules and regulations thereunder, Forum shall, upon receipt of Instructions,
establish and maintain a segregated account or accounts on its books for and on
behalf of a Portfolio.
SECTION 12. SETTLEMENT PROCEDURES
Securities will be transferred, exchanged or delivered by Forum or a
Subcustodian upon receipt by Forum of Instructions that include all information
required by Forum. Settlement and payment for Securities received for an Account
and delivery of Securities out of such Account may be effected in accordance
with the customary or established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering Securities to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for such
Securities from such purchaser or dealer, as such practices and procedures may
be modified or supplemented in accordance with the standard operating procedures
of Forum in effect from time to time for that jurisdiction or market. Forum
shall not be liable for any loss which results from effecting transactions in
accordance with the customary or established securities trading or securities
processing practices and procedures in the applicable jurisdiction or market.
Forum or a Subcustodian may settle purchases and sales against, or credit
income to, an Account, and Forum may, at its sole option upon written notice to
the Trust, reverse such credits or debits to the appropriate Account in the
event that the transaction does not settle, or the income is not received in a
timely manner, and the Trust agrees to hold Forum harmless from any losses that
may result therefrom. With respect to the activities of Bankers Trust as
Subcustodian under the Master Subcustodian Agreement, such credits and
reversals, if any, shall be on a contractual basis, as outlined in the Bankers
Trust Service Standards, as described below and provided to the Trust by Forum.
The applicable Service Standards mean the Global Guide, the Policies and
Standards Manual, and any other documents issued by Forum, Bankers Trust and
other Subcustodians from time to time specifying the procedures for
communicating with a customer, the terms of any additional services to be
provided to a customer, and such other matters as may be agreed between the
parties time to time. Copies of the current Service Standards have been
delivered to the Trust.
SECTION 13. CONDITIONAL CREDITS
(a) Notwithstanding any other provision of this Agreement, Forum or a
Subcustodian shall not be required to comply with any Instructions to settle the
purchase of any securities for the Account unless there are sufficient
immediately available funds in the relevant currency in the Account; PROVIDED
THAT, if, after all expenses, debits and withdrawals of Cash in the relevant
currency ("Debits") applicable to the Account have been made and if after all
Conditional Credits, as defined below, applicable to the Account have become
final entries as set forth in (c) below, the amount of immediately available
funds of the relevant currency in such Account is at least equal to the
aggregate purchase price of all securities for which Forum has received
Instructions to settle on that date ("Settlement Date"), Forum, upon settlement,
shall credit the Securities to the Account by making a final entry on its books
and records.
(b) Notwithstanding the foregoing, if after all Debits applicable to the
Account have been made, the amount of immediately available funds in a given
currency in such Account are less than the aggregate purchase price in such
currency of all securities for which Forum has received Instructions to settle
on any Settlement Date, Forum, upon settlement, may credit the securities to the
Account by making a conditional entry on its books and records ("Conditional
Credit"), pending receipt of sufficient immediately available funds in the
relevant currency in the Account.
(c) If, within a reasonable time from the posting of a Conditional Credit
and after all Debits applicable to the Account have been made, immediately
available funds in the relevant currency at least equal to the aggregate
purchase price in such currency of all securities subject to a Conditional
Credit on a Settlement Date are deposited into the Account, Forum shall make the
Conditional Credit a final entry on its books and records. In such case, the
Trust shall be liable to Forum only for late charges at a rate that Forum
customarily charges for similar extensions of credit.
(d) If (i) within a reasonable time from the posting of a Conditional
Credit, immediately available funds at least equal to the resultant Debit on a
Settlement Date are not deposited in the Account, or (ii) any Proceeding (as
defined below) shall occur, Forum may sell such of the Securities subject to the
Conditional Credit as it selects in its sole discretion and shall apply the net
proceeds of such sale to cover such Debit, including related late charges, and
any remaining proceeds shall be credited to the Account. If such proceeds are
insufficient to satisfy such Debit in full, the Trust shall continue to be
liable to Forum for any shortfall. Forum shall make the Conditional Credit a
final entry on its books as to the Securities not required to be sold to satisfy
such Debit. Pending payment in full by the Trust of the purchase price for
Securities subject to a Conditional Credit, and Forum's making a Conditional
Credit a final entry on its books, and, unless consented to by Forum, the Trust
shall have no right to give further Instructions in respect of Securities
subject to a Conditional Credit. Forum shall have the sole discretion to
determine which Securities shall be deemed to have been paid for by the Trust
out of funds available in the Account. Any such Conditional Credit may be
reversed (and any corresponding Debit shall be canceled) by Forum unless and
until Forum makes a final entry on its books crediting such Securities to the
Account. The term "Proceeding" shall mean any insolvency, bankruptcy,
receivership, reorganization or similar proceeding relating to the Trust,
whether voluntary or involuntary.
(e) The Trust agrees that it will not use the Account to facilitate the
purchase of securities without sufficient funds in the Account (which funds
shall not include the expected proceeds of the sale of the purchased
securities).
SECTION 14. PERMITTED TRANSACTIONS
The Trust agrees that it will cause transactions to be made pursuant to
this Agreement only upon Instructions in accordance with Section 15 (but subject
to Section 3) and only for the purposes listed below:
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or otherwise become
payable;
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment;
(d) Upon conversion of Securities pursuant to their terms into other
securities;
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities;
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses;
(g) In connection with any borrowings by the Trust requiring a pledge of
Securities, but only against receipt of amounts borrowed or in order to satisfy
requirements for additional or substitute collateral;
(h) In connection with any loans, but only against receipt of collateral
as specified in Instructions which shall reflect any restrictions applicable to
the Trust;
(i) For the purpose of redeeming shares of the capital stock of the Trust
against delivery of the shares to be redeemed to Forum, a Subcustodian or the
Trust's transfer agent;
(j) For the purpose of redeeming in kind shares of the Trust against
delivery of the shares to be redeemed to Forum, or the Trust's transfer agent;
(k) For delivery in accordance with the provisions of any agreement among
the Trust, on behalf of a Portfolio, the Portfolio's investment adviser and a
broker-dealer registered under the Securities Exchange Act of 1934 and a member
of the National Association of Securities Dealers, Inc., relating to compliance
with the rules of The Options Clearing Corporation, the Commodities Futures
Trading Commission or of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Trust;
(l) For release of Securities to designated brokers under covered call
options, provided, however, that such Securities shall be released only upon
payment to Forum of monies for the premium due and a receipt for the Securities
which are to be held in escrow. Upon exercise of the option, or at expiration,
Forum will receive the Securities previously deposited from broker. Forum will
act strictly in accordance with Instructions in the delivery of Securities to be
held in escrow and will have no responsibility or liability for any such
Securities which are not returned promptly when due other than to make proper
request for such return;
(m) For spot or forward foreign exchange transactions to facilitate
security trading or receipt of income from Securities related transactions;
(n) Upon the termination of this Agreement as set forth in Section 21; and
(o) For other proper purposes as may be directed in writing by two or more
officers of the Trust.
The Trust agrees that Forum and any Subcustodian shall have no obligation
to verify the purpose for which a transaction is being effected.
SECTION 15. INSTRUCTIONS
The term "Instructions" means instructions from the Trust in respect of
any of Forum's duties hereunder that have been received by Forum at its address
set forth in Section 22 below (i) in writing (including, without limitation,
facsimile transmission) or by tested telex signed or given by such one or more
person or persons as the Trust shall have from time to time authorized in
writing to give the particular class of Instructions in question and whose name
and (if applicable) signature and office address have been filed with Forum; or
(ii) which have been transmitted electronically through an electronic on-line
service and communications system offered by Forum or other electronic
instruction system acceptable to Forum; or (iii) a telephonic or oral
communication by one or more persons as the Trust shall have from time to time
authorized to give the particular class of Instructions in question and whose
name has been filed with Forum; or (iv) upon receipt of such other form of
instructions as the Trust may from time to time authorize in writing and which
Forum has agreed in writing to accept. Instructions in the form of oral
communications shall be confirmed by the Trust by tested telex or writing in the
manner set forth in clause (i) above, but the lack of such confirmation shall in
no way affect any action taken by Forum in reliance upon such oral instructions
prior to Forum's receipt of such confirmation. Instructions may relate to
specific transactions or to types or classes of transactions, and may be in the
form of standing instructions.
Forum shall have the right to assume in the absence of notice to the
contrary from the Trust that any person whose name is on file with Forum
pursuant to this Section has been authorized by the Trust to give the
Instructions in question and that such authorization has not been revoked. Forum
may act upon and conclusively rely on, without any liability to the Trust or any
other person or entity for any losses resulting therefrom, any Instructions
reasonably believed by it to be furnished by the proper person or persons as
provided above.
SECTION 16. STANDARD OF CARE
Forum shall be responsible for the performance of only such duties as are
set forth herein or contained in Instructions given to Forum that are not
contrary to the provisions of this Agreement. Forum will use reasonable care and
diligence with respect to the safekeeping of Property in each Account and,
except as otherwise expressly provided herein, in carrying out its obligations
under this Agreement. So long as and to the extent that it has exercised
reasonable care and diligence, Forum shall not be responsible for the title,
validity or genuineness of any Property or other 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, and may conclusively rely on, without liability
for any loss resulting therefrom, any notice, request, consent, certificate or
other instrument reasonably believed by it to be genuine and to be signed or
furnished by the proper party or parties, including, without limitation,
Instructions, and shall be indemnified by the Trust for any losses, damages,
costs and expenses (including, without limitation, reasonable fees and expenses
of counsel) incurred by Forum and arising out of action taken or omitted with
reasonable care by Forum hereunder or under any Instructions. Forum shall be
liable to the Trust for any act or omission to act of any Subcustodian to the
same extent as if Forum committed such act itself. With respect to a Securities
System, Forum shall only be responsible or liable for losses arising from
employment of such Securities System caused by Forum's own failure to exercise
reasonable care; provided that in the event of any such loss, Forum shall take
all reasonable steps to enforce such claims as it may have against the
Securities System to protect the interests of the Trust.
In the event of any loss to the Trust by reason of the failure of Forum or
a Subcustodian to utilize reasonable care, Forum shall be liable to the Trust to
the extent of the Trust's actual damages at the time such loss was discovered
(including, without limitation, reasonable fees and expenses of counsel) without
reference to any special conditions or circumstances. In no event shall Forum be
liable for any consequential or special damages.
Forum shall be entitled to rely, and may act, on advice of counsel (who
may be counsel for Forum or the Trust) on all matters and shall be without
liability for any action reasonably taken or omitted in good faith pursuant to
such advice, provided that with respect to the performance of any action or
omission of any action upon such advice, the Forum shall be required to conform
to the standard of care set forth in this Section 16.
In the event the Trust subscribes to an electronic on-line service and
communications system offered by Forum, the Trust shall be fully responsible for
the security of its connecting terminal, access thereto and the proper and
authorized use thereof and the initiation and application of continuing
effective safeguards with respect thereto and agrees to defend and indemnify
Forum and hold Forum harmless from and against any and all losses, damages,
costs and expenses (including the fees and expenses of counsel) incurred by
Forum as a result of any improper or unauthorized use of such terminal by the
Trust or by any others.
All collections of funds or other property paid or distributed in respect
of Securities in an Account, including funds involved in third-party foreign
exchange transactions, shall be made at the risk of the Trust.
Subject to the exercise of reasonable care, Forum shall have no liability
for any loss occasioned by delay in the actual receipt of notice by Forum or by
a Subcustodian of any payment, redemption or other transaction regarding
Securities in each Account in respect of which Forum has agreed to take action
as provided in Section 3 hereof. Forum shall not be liable for any loss
resulting from, or caused by, or resulting from acts of governmental authorities
(whether de jure or de facto), including, without limitation, nationalization,
expropriation, and the imposition of currency restrictions; devaluations of or
fluctuations in the value of currencies; changes in laws and regulations
applicable to the banking or securities industry; market conditions that prevent
the orderly execution of securities transactions or affect the value of
Property; acts of war, terrorism, insurrection or revolution; strikes or work
stoppages; the inability of a local clearing and settlement system to settle
transactions for reasons beyond the control of Forum; hurricane, cyclone,
earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or
other acts of God.
Forum shall have no liability in respect of any loss, damage or expense
suffered by the Trust, insofar as such loss, damage or expense arises from the
performance of Forum's duties hereunder by reason of Forum's reliance upon
records that were maintained for the Trust by entities other than Forum prior to
Forum's employment under this Agreement.
IF FORUM DOES NOT EXERCISE REASONABLE CARE, FORUM SHALL INDEMNIFY THE
TRUST FOR ANY LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, THE FEES AND EXPENSES OF COUNSEL) INCURRED BY THE TRUST AND ARISING
OUT OF ACTION TAKEN OR OMITTED WITHOUT REASONABLE CARE BY FORUM HEREUNDER OR
UNDER ANY INSTRUCTIONS.
SECTION 17. INVESTMENT LIMITATIONS AND LEGAL OR CONTRACTUAL
RESTRICTIONS OR REGULATIONS
Neither Forum nor any Subcustodians shall be liable to the Trust or a
Portfolio and the Trust agrees to indemnify Forum, all Subcustodians and their
nominees, for any loss, damage or expense suffered or incurred by Forum, any
Subcustodian or their nominees arising out of any violation of any investment
restriction or other restriction or limitation applicable to the Trust or any
Portfolio pursuant to any contract or any law or regulation.
SECTION 18. FEES AND EXPENSES
The Trust agrees to pay to Forum such compensation for its services
pursuant to this Agreement as may be mutually agreed upon in writing from time
to time and Forum's reasonable out-of-pocket or incidental expenses in
connection with the performance of this Agreement, including (but without
limitation) reasonable legal fees as described herein and/or deemed necessary in
the judgment of Forum to keep safe or protect the Property in the Account. The
initial fee schedule is attached hereto as Exhibit B. Such fees will not be
abated by, nor shall Forum be required to account for, any profits or
commissions received by Forum in connection with its provision of custody
services under this agreement. The Trust hereby agrees to hold Forum harmless
from any liability or loss resulting from any taxes or other governmental
charges, and any expense related thereto, which may be imposed, or assessed with
respect to any Property in an Account and also agree to hold Forum, its
Subcustodians, and their respective nominees harmless from any liability as a
record holder of Property in such Account. Forum is authorized to charge the
applicable Account for such items, and Forum shall have a lien on the Property
in the applicable Account for any amount payable to Forum under this Agreement,
including but not limited to amounts payable pursuant to Section 13 and pursuant
to indemnities granted by the Trust under this Agreement.
SECTION 19. TAX RECLAIMS
With respect to withholding taxes deducted and which may be deducted from
any income received from any Property in an Account, Forum shall perform such
services with respect thereto as are described in the applicable Service
Standards and shall in connection therewith be subject to the standard of care
set forth in such Service Standards. Such standard of care shall not be affected
by any other term of this Agreement.
SECTION 20. AMENDMENT, MODIFICATIONS, ETC.
No provision of this Agreement may be amended, modified or waived except
in a writing signed by the parties hereto (except that Exhibit D may be amended
as provided in Section 4 hereof and Exhibit B may be amended as provided for
therein). In addition, any amendment to Sections 8(c), 8(d), 16, 17, 24, 27 and
28 of this Agreement shall require the written consent of Bankers Trust. No
waiver of any provision hereto shall be deemed a continuing waiver unless it is
so designated. No failure or delay on the part of either party in exercising any
power or right under this Agreement operates as a waiver, nor does any single or
partial exercise of any power or right preclude any other or further exercise
thereof or the exercise of any other power or right.
SECTION 21. TERMINATION
(a) This Agreement may be terminated by the Trust or Forum by ninety (90)
days' written notice to the other; PROVIDED that notice by the Trust shall
specify the names of the persons to whom Forum shall deliver the Securities in
each Account and to whom the Cash in such Account shall be paid. If notice of
termination is given by Forum, the Trust shall, within ninety (90) days
following the giving of such notice, deliver to Forum a written notice
specifying the names of the persons to whom Forum shall deliver the Securities
in each Account and to whom the Cash in such Account shall be paid. In either
case, Forum will deliver such Property to the persons so specified, after
deducting therefrom any amounts that Forum determines to be owed to it
hereunder. In addition, Forum may in its discretion withhold from such delivery
such Property as may be necessary to settle transactions pending at the time of
such delivery. The Trust grants to Forum a lien and right of setoff against the
Account and all Property held therein from time to time in the full amount of
the foregoing obligations. If within ninety (90) days following the giving of a
notice of termination by Forum, Forum does not receive the aforementioned
written notice specifying the names of the persons to whom Forum shall deliver
the Securities in each Account and to whom the Cash in such Account shall be
paid, Forum, at its election, may deliver such Securities and pay such Cash to a
bank or trust company doing business in the State of New York to be held and
disposed of pursuant to the provisions of this Agreement, or may continue to
hold such Securities and Cash until a written notice as aforesaid is delivered
to Forum, provided that from and after the ninetieth day Forum's obligations
shall be limited to safekeeping.
(b) This Agreement may be terminated by the Trust or Forum as to one or
more Portfolios (but less than all of the Portfolios) by delivery of an amended
Exhibit A deleting such Portfolios, in which case termination as to such deleted
Portfolios shall take effect ninety (90) days after the date of such delivery,
or such earlier time as mutually agreed. The execution and delivery of an
amended Exhibit A that deletes one or more Portfolios shall constitute a
termination of this Agreement only with respect to such deleted Portfolio(s),
shall be governed by Section 21(a) as to the identification of a successor
custodian and the delivery of Cash and Securities of the Portfolio(s) so deleted
to such successor custodian, and shall not affect the obligations of Forum and
the Trust hereunder with respect to the other Portfolios set forth in Exhibit A,
as amended from time to time.
(c) Sections 16, 17, 18, 27 and 30 shall survive the termination of this
Agreement as to one or more or all Portfolios.
SECTION 22. NOTICES
Except as otherwise provided in this Agreement, all requests, demands or
other communications between the parties or notices in connection herewith (a)
shall be in writing, hand delivered or sent by registered mail, telex or
facsimile addressed to such other address as shall have been furnished by the
receiving party pursuant to the provisions hereof and (b) shall be deemed
effective when received, or, in the case of a telex, when sent to the proper
number and acknowledged by a proper answerback.
SECTION 23. SEVERAL OBLIGATIONS OF THE PORTFOLIOS
WITH RESPECT TO ANY OBLIGATIONS OF THE TRUST ON BEHALF OF EACH PORTFOLIO
AND EACH OF ITS RELATED ACCOUNTS ARISING OUT OF THIS AGREEMENT, FORUM SHALL LOOK
FOR PAYMENT OR SATISFACTION OF ANY OBLIGATION SOLELY TO THE ASSETS AND PROPERTY
OF THE PORTFOLIO AND SUCH ACCOUNTS TO WHICH SUCH OBLIGATION RELATES AS THOUGH
THE TRUST HAD SEPARATELY CONTRACTED WITH FORUM BY SEPARATE WRITTEN INSTRUMENT
WITH RESPECT TO EACH PORTFOLIO AND ITS RELATED ACCOUNTS.
SECTION 24. SECURITY FOR PAYMENT
To secure payment of all obligations due hereunder, the Trust hereby
grants to Forum a continuing security interest in and right of setoff against
each Account and all Property held therein from time to time in the full amount
of such obligations; PROVIDED THAT, if there is more than one Account and the
obligations secured pursuant to this Section can be allocated to a specific
Account or the Portfolio related to such Account, such security interest and
right of setoff will be limited to Property held for that Account only and its
related Portfolio. Should the Trust fail to pay promptly any amounts owed
hereunder, Forum shall be entitled to use available Cash in the Account or
applicable Account, as the case may be, and to dispose of Securities in the
Account or such applicable Account as is necessary. In any such case and without
limiting the foregoing, Forum shall be entitled to take such other actions or
exercise such other options, powers and rights as Forum now or hereafter has as
a secured creditor under the UCC or any other applicable law, including, without
limitation, granting to any Subcustodian a security interest in such Accounts on
terms similar to those set forth in this Section 24.
SECTION 25. REPRESENTATIONS AND WARRANTIES
(a) The Trust hereby represents and warrants to Forum that:
(i) the employment of Forum and the allocation of fees, expenses
and other charges to any Account as herein provided, is not
prohibited by law or any governing documents or contracts to
which it is subject;
(ii) the terms of this Agreement do not violate any obligation by
which the Trust is bound, whether arising by contract,
operation of law or otherwise;
(iii) this Agreement has been duly authorized by appropriate action
and when executed and delivered will be binding upon the Trust
and each Portfolio in accordance with its terms; and
(iv) it will deliver to Forum a duly executed Secretary's
Certificate in the form of Exhibit C hereto or such other
evidence of such authorization as Forum may reasonably
require, whether by way of a certified resolution or
otherwise.
(b) Forum hereby represents and warrants to the Trust that:
(i) the terms of this Agreement do not violate any obligation by
which Forum is bound, whether arising by contract, operation of
law or otherwise;
(ii) this Agreement has been duly authorized by appropriate action
and when executed and delivered will be binding upon Forum in
accordance with its terms;
(iii) it will deliver to the Trust such evidence of such
authorization as the Trust may reasonably require, whether by
way of a certified resolution or otherwise; and
(iv) it is qualified as a custodian under Section 26(a) of the 1940
Act and that it will remain so qualified or upon ceasing to be
so qualified shall promptly notify the Trust in writing.
SECTION 26. GOVERNING LAW AND SUCCESSORS AND ASSIGNS
This Agreement shall be governed by the law of the State of New York and
shall not be assignable by either party, but shall bind the successors in
interest of the Trust and Forum.
SECTION 27. THIRD-PARTY BENEFICIARY
The Trust hereby acknowledges and agrees that with respect to the
Accounts:
(a) Forum is authorized to appoint Bankers Trust as a master Subcustodian
pursuant to the Master Subcustodian Agreement;
(b) As an inducement to Bankers Trust to act as a master Subcustodian,
the Trust authorizes the Forum to bind the Trust to those terms of
the Master Subcustodian Agreement, including Section 23 thereof,
which will obligate the Trust to pay obligations of each Portfolio
for Property custodied pursuant to the Master Subcustodian
Agreement; and
(c) Bankers Trust may rely, as fully as if it were a party hereto and
named as "Forum" herein, on the representations, warranties,
covenants and indemnities of the Trust set forth in Sections 8(d),
16, 17, 24 and 28 of this Agreement.
SECTION 28. REPRESENTATIVE CAPACITY AND BINDING OBLIGATION
A copy of the Certificate of the Trust is on file with the Secretary of
State of the State of Delaware (and a copy of the Trust Instrument of the Trust
is on file with the Trust's secretary). Notice is hereby given that this
Agreement is not executed on behalf of the Trustees of the Trust as individuals,
and the obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Trust individually but are binding only upon the
assets and property of the Portfolios.
Forum agrees that no shareholder, Trustee or officer of the Trust may be
held personally liable or responsible for any obligations of the Trust arising
out of this Agreement.
SECTION 29. SUBMISSION TO JURISDICTION
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT MAY BE
INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN XXX XXXX XX XXX XXXX, XXXXX
XX XXX XXXX, XXXXXX XXXXXX OF AMERICA, AND FORUM AND THE TRUST EACH IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,
ACTION OR PROCEEDING AND WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT SUCH SUIT,
ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM.
SECTION 30. CONFIDENTIALITY
The parties hereto agree that each shall treat confidentially the terms
and conditions of this Agreement and all information provided by each party to
the other regarding its business and operations. All confidential information
provided by a party hereto shall be used by any other party hereto solely for
the purpose of rendering services pursuant to this Agreement and, except as may
be required in carrying out this Agreement, shall not be disclosed to any third
party without the prior consent of such providing party. The foregoing shall not
be applicable to any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach of this
Agreement, or that is required or requested to be disclosed by any bank or other
regulatory examiner of Forum, the Trust, or any Subcustodian, any auditor of the
parties hereto, by judicial or administrative process or otherwise by applicable
law or regulation.
SECTION 31. SEVERABILITY
If any provision of this Agreement is determined to be invalid or
unenforceable, such determination shall not affect the validity or
enforceability of any other provision of this Agreement.
SECTION 32. ENTIRE AGREEMENT
This Agreement together with its Exhibits, contains the entire agreement
between the parties relating to the subject matter hereof and supersedes any
oral statements and prior writings with respect thereto.
SECTION 33. HEADINGS
The headings of the sections hereof are included for convenience of
reference only and do not form a part of this Agreement.
SECTION 34. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original. This Agreement shall become effective when
one or more counterparts have been signed and delivered by each of the parties
hereto.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
signatories to execute this Agreement as of the date first written above.
STRATEVEST FUNDS
By: /S/ XXXX X. XXXXXXXXX
--------------------------------
Name: XXXX X. XXXXXXXXX __________
--------------------
Title:__VICE PRESIDENT_________________
--------------
FORUM TRUST, LLC
By: /S/ XXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
TITLE: SECRETARY
- A1 -
STRATEVEST FUNDS
CUSTODIAN AGREEMENT
EXHIBIT A
LIST OF PORTFOLIOS
Stratevest Large Cap Value Fund
Stratevest Large Cap Growth Fund
Stratevest Large Cap Core Fund
Stratevest Small/Mid Cap Core Fund
Stratevest Vermont Municipal Bond Fund
Stratevest Intermediate Bond Fund
FORUM TRUST, LLC
By: /S/ XXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Secretary
STRATEVEST FUNDS
By: /S/ XXXX X. BRODERICK_________
-----------------------------------------
Title:___VICE PRESIDENT_______________
--------------
- B2 -
- B1 -
STRATEVEST FUNDS
CUSTODIAN AGREEMENT
EXHIBIT B
FEE SCHEDULE
This Exhibit B shall be amended upon delivery by Custodian of a new Exhibit B to
Customer and acceptance thereof by Customer and shall be effective as of the
date of acceptance by Customer or a date agreed upon between Custodian and
Customer.
1. DOMESTIC CUSTODY ACCOUNTS
BASE FEE:
$416.67 per month per fund
ASSET CHARGE AS AN ANNUALIZED PERCENTAGE OF DAILY NET ASSETS:
0.01% (one basis point)
TRANSACTION CHARGES:
Cost Per
TRANSACTION TYPE TRANSACTION
---------------- -----------
DTC $10
Federal Book Entry $10
PTC $10
Physicals $25
Maturities (Depository) $10
Maturities (Physical) $25
P&I Payments (Book Entry) $3
P&I Payments (Physical) $10
Fed Wires (from Custody account) $8
SHE (Shares Held Elsewhere) Trades $25
Forum Money Market Funds $3
2. GLOBAL CUSTODY ACCOUNTS
To be provided upon request.
- C2 -
- C1 -
STRATEVEST FUNDS
CUSTODIAN AGREEMENT
EXHIBIT C
FORM OF SECRETARY'S CERTIFICATE
I, Xxxx X. XxXxxxxxx, hereby certify that I am the Secretary of Stratevest
Funds, a business trust organized under the laws of the State of Delaware (the
"the Trust"), and as such I am duly authorized to, and do hereby, certify that:
1. ORGANIZATIONAL DOCUMENTS. The Trust's organizational documents, and all
amendments thereto, have been filed with the appropriate governmental officials
of Delaware, the Trust continues to be in existence and is in good standing, and
no action has been taken to repeal such organizational documents, the same being
in full force and effect on the date hereof.
2. RESOLUTIONS. Resolutions have been duly adopted on behalf of the Trust,
which resolutions (i) have not in any way been revoked or rescinded, (ii) have
been in full force and effect since their adoption, to and including the date
hereof, and are now in full force and effect, and (iii) are the only corporate
proceedings of the Trust now in force relating to or affecting the matters
referred to therein, including, without limitation, confirming that the Trust is
duly authorized to enter into a certain custody agreement with Forum (the
"Agreement"), and that certain designated officers, including those identified
in paragraph 3 of this Certificate, are authorized to execute said Agreement on
behalf of the Trust, in conformity with the requirements of the Trust's
organizational documents and other pertinent documents to which the Trust may be
bound.
3. INCUMBENCY. The following named individuals are duly elected (or
appointed), qualified, and acting officers of the Trust holding those offices
set forth opposite their respective names as of the date hereof, each having
full authority, acting individually, to bind the Trust, as a legal matter, with
respect to all matters pertaining to the Agreement, and to execute and deliver
said Agreement on behalf of the Trust, and the signatures set forth opposite the
respective names and titles of said officers are their true, authentic
signatures:
NAME TITLE SIGNATURE
Xxxxx X. Xxxxxxx President /S/ XXXXX X. XXXXXXX
------------------------
Xxxx X. Xxxxxxxxx Vice President /S/ XXXX X. XXXXXXXXX
------------------------
Xxxxxx X. Xxxxxx Vice President /S/ XXXXXX X. XXXXXX
------------------------
C. Xxxx Xxxxxx Assistant Secretary /S/ C. XXXX XXXXXX
------------------------
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of September 2000.
STRATEVEST FUNDS
By: /S/ C. XXXX XXXXXX
---------------------------
Name: C. Xxxx Xxxxxx
Title: Assistant Secretary
I, Xxxx X. Xxxxxxxxx, Vice President of the Trust, hereby certify that on
this 14th day of September 2000, C. Xxxx Xxxxxx is the duly elected Assistant
Secretary of the Trust and that the signature above is his genuine signature.
STRATEVEST FUNDS
By: /S/ XXXX X. XXXXXXXXX
---------------------------------
Name: XXXX X. XXXXXXXXX
-------------------------
Title: VICE PRESIDENT
------------------------
- 13 -
STRATEVEST FUNDS
CUSTODIAN AGREEMENT
EXHIBIT D
APPROVED SUBCUSTODIANS AND SECURITIES SYSTEMS
Bankers Trust Company
