CUSTODY AGREEMENT
This agreement (the "Agreement") is entered into as of the 5th
day of May 1999 by and between Xxxxxxxx Asset Management Trust, (the
"Trust"), an open-end diversified investment business trust organized
under the laws of Massachusetts, consisting of those separate investment
series as set forth on Appendix E (the "Funds") and having its office at
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 and Firstar Bank,
National Association, (the "Custodian"), a national banking association
having its principal office at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx,
00000.
WHEREAS, the Trust and the Custodian desire to enter into this
Agreement to provide for the custody and safekeeping of the assets of the
Funds as required by the Investment Company Act of 1940, as amended (the
"Act").
WHEREAS, the Trust hereby appoints the Custodian as custodian
of all the Funds Securities and moneys at any time owned by the Funds
during the term of this Agreement (the "Fund Assets").
WHEREAS, the Custodian hereby accepts such appointment as
Custodian and agrees to perform the duties thereof as hereinafter set
forth.
THEREFORE, in consideration of the mutual promises hereinafter
set forth, the Trust and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
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The following words and phrases, when used in this Agreement,
unless the context otherwise requires, shall have the following meanings:
AUTHORIZED PERSON - the Chairman, President, Secretary, Treasurer, Controller,
or Senior Vice President of the Funds, or any other person, whether or not any
such person is an officer or employee of the Fund, duly authorized by the Board
of Trustees of the Funds to give Oral Instructions and Written Instructions on
behalf of the Funds, and listed in the Certificate annexed hereto as Appendix A,
or such other Certificate as may be received by the Custodian from time to time.
BOOK-ENTRY SYSTEM - the Federal Reserve Bank book-entry system
for United States Treasury securities and federal agency securities.
CERTIFICATE- A written certificate signed by the Secretary of
the Trust certifying the actions taken by the Board of Trustees.
DEPOSITORY - The Depository Trust Company ("DTC"), a 1imited
purpose trust company its successor(s) and its nominee(s) or any other
person or clearing agent.
FOREIGN SECURITIES - a) securities issued and sold primarily
outside of the United States by a foreign government, a national of any
foreign country, or a trust or other organization incorporated or
organized under the laws of any foreign country OR; b) securities issued
or guaranteed by the government of the United States, by any state, by
any political subdivision or agency thereof, or by any entity organized
under the laws of the United States or of any state thereof, which have
been issued and sold primarily outside of the United States.
MONEY MARKET SECURITY - debt obligations issued or guaranteed
as to principal and/or interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper, obligations
(including certificates of deposit, bankers' acceptances, repurchase
agreements and reverse repurchase agreements with respect to the same),
and time deposits of domestic banks and thrift institutions whose
deposits are insured by the Federal Deposit Insurance Corporation, and
short-term corporate obligations where the purchase and sale of such
securities normally require settlement in federal funds or their
equivalent on the same day as such purchase and sale, all of which mature
in not more than thirteen (13) months.
OFFICERS - the Chairman, President, Secretary, Treasurer,
Controller, and Senior Vice President of the Funds listed in the
Certificate annexed hereto as Appendix A, or such other Certificate as
may be received by the Custodian from time to time.
ORAL INSTRUCTIONS - verbal instructions received by the
Custodian from an Authorized Person (or from a person that the
Custodian reasonably believes in good faith to be an
Authorized Person) and confirmed by Written Instructions in
such a manner that such Written Instructions are received by
the Custodian on the business day immediately following
receipt of such Oral Instructions.
PROSPECTUS - the Funds then currently effective prospectus and
Statement of Additional Information, as filed with and declared effective
from time to time by the Securities and Exchange Commission.
SECURITY OR SECURITIES - Money Market Securities, common stock,
preferred stock, options, financial futures, bonds, notes, debentures,
corporate debt securities, mortgages, and any certificates, receipts,
warrants, or other instruments representing rights to receive, purchase,
or subscribe for the same or evidencing or representing any other rights
or interest therein, or any property or assets.
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WRITTEN INSTRUCTORS - communication received in writing by the
Custodian from an Authorized Person.
ARTICLE II
DOCUMENTS AND NOTICES TO BE FURNISHED BY THE TRUST
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A. The following documents, including any amendments thereto,
will be provided contemporaneously with the execution of the Agreement,
to the Custodian by the Trust:
1. A copy of the Declaration of Trust of the Trust
certified by the Secretary.
2. A copy of the By-Laws of the Trust certified by the
Secretary.
3. A copy of the resolution of the Board of Trustees of the
Trust appointing the Custodian, certified by the Secretary.
4. A copy of the then current Prospectus.
5. A Certificate of the President and Secretary of the
Trust setting forth the names and signatures of the Officers of
the Trust.
B. The Trust agrees to notify the Custodian in writing of the
appointment of any Dividend and Transfer Agent.
ARTICLE III
RECEIPT OF FUND ASSETS
----------------------
A. During the term of this Agreement, the Fund will deliver or
cause to be delivered to the Custodian all moneys constituting Fund
Assets. The Custodian shall be entitled to reverse any deposits made on
the Fund's behalf where such deposits have been entered and moneys are
not finally collected within 30 days of the making of such entry.
B. During the term of this Agreement, the Fund will deliver or
cause to be delivered to the Custodian all Securities constituting Fund
Assets. The Custodian will not have any duties or responsibilities with
respect to such Securities until actually received by the Custodian.
C. As and when received, the Custodian shall deposit to the
account(s) of the Fund any and all payments for shares of the Fund issued
or sold from time to time as they are received from the Fund.
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ARTICLE IV
DISBURSEMENTS OF FUND ASSETS
----------------------------
A. The Trust shall furnish to the Custodian a copy of the
resolution of the Board of Trustees of the Trust, certified by the
Trust's Secretary, either (i) setting forth the date of the declaration
of any dividend or distribution in respect of shares of the Fund, the
date of payment thereof, the record date as of which Fund shareholders
entitled to payment shall be determined, the amount payable per share to
Fund shareholders of record as of that date, and the total amount to be
paid by the Dividend and Transfer Agent on the payment date, OR (ii)
authorizing the declaration of dividends and distributions in respect of
shares of the Fund on a daily basis and authorizing the Custodian to rely
on a Certificate setting forth the date of the declaration of any such
dividend or distribution, the date of payment thereof, the record date as
of which Fund shareholders entitled to payment shall be determined, the
amount payable per share to Fund shareholders of record as of that date,
and the total amount to be paid by the Dividend and Transfer Agent on the
payment date.
On the payment date specified in such resolution or
Certificate described above, the Custodian shall segregate such amounts
from moneys held for the account of each Fund so that they are available
for such payment.
B. Upon receipt of Written Instructions so directing it, the
Custodian shall segregate amounts necessary for the payment of redemption
proceeds to be made from moneys held for the account of the Fund so that
they are available for such payment.
C. Upon receipt of a Certificate directing payment and setting
forth the name and address of the person to whom such payment is to be
made, the amount of such payment, and the purpose for which payment is to
be made, the Custodian shall disburse amounts as and when directed from
the Fund Assets. The Custodian is authorized to rely on such directions
and shall be under no obligation to inquire as to the propriety of such
directions.
D. Upon receipt of a Certificate directing payment, the
Custodian shall disburse moneys from the Fund Assets in payment of the
Custodian's fees and expenses as provided in Article VIII hereof.
ARTICLE V
CUSTODY OF FUND ASSETS
----------------------
A. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of the Fund, subject
only to draft or order by the Custodian acting pursuant to the terms of
this Agreement, and shall hold all cash received by it from or for the
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account of the Fund, other than cash maintained by the Fund in a bank
account established and used by the Fund in accordance with Rule 17f-3
under the Act. Moneys held by the Custodian on behalf of the Fund may be
deposited by the Custodian to its credit as Custodian in the banking
department of the Custodian. Such moneys shall be deposited by the
Custodian in its capacity as such, and shall be withdrawable by the
Custodian only in such capacity.
B. The Custodian shall hold all Securities delivered to it in
safekeeping in a separate account or accounts maintained at Firstar Bank,
N.A. for the benefit of the Fund.
C. All Securities held which are issued or issuable only in
bearer form, shall be held by the Custodian in that form; all other
Securities held for the Fund shall be registered in the name of the
Custodian or its nominee. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold, or deliver in
proper form for transfer, any Securities that it may hold for the account
of the Fund and which may, from time to time, be registered in the name
of the Fund.
D. With respect to all Securities held for the Fund, the
Custodian shall on a timely basis (concerning items 1 and 2 below, as
defined in the Custodian's Standards of Service Guide, as amended from
time to time, annexed hereto as Appendix C):
1.) Collect all income due and payable with respect to
such Securities;
2.) Present for payment and collect amounts payable upon
all Securities which may mature or be called, redeemed, or
retired, or otherwise become payable;
3.) Surrender Securities in temporary form, for definitive
Securities; and
4.) Execute, as agent, any necessary declarations or
certificates of ownership under the Federal income tax laws or
the laws or regulations of any other taxing authority,
including any foreign taxing authority, now or hereafter in
effect.
E. Upon receipt of a Certificate AND NOT OTHERWISE, the
Custodian shall:
1.) Execute and deliver to such persons as may be designated in
such Certificate proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as beneficial owner of
any Securities may be exercised;
2.) Deliver any Securities in exchange for other Securities or
cash issued or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation, or recapitalization of any trust,
or the exercise of any conversion privilege;
3.) Deliver any Securities to any protective committee,
reorganization committee, or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization,
or sale of assets of any trust, and receive and hold under the terms of
this Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;
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4.) Make such transfers or exchanges of the assets of the Fund
and take such other steps as shall be stated in said Certificate to be
for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or recapitalization
of the Fund; and
5.) Deliver any Securities held for the Trust to the depository
agent for tender or other similar offers.
F. The Custodian shall promptly deliver to the Trust all notices,
proxy material and executed but unvoted proxies pertaining to shareholder
meetings of Securities held by any Fund. The Custodian shall not vote or
authorize the voting of any Securities or give any consent, waiver or approval
with respect thereto unless so directed by a Certificate or Written Instruction
G. The Custodian shall deliver on a timely basis to the Fund all
information received by the Custodian and pertaining to Securities held by the
Fund with respect to tender or exchange offers, calls for redemption or
purchase, or expiration of rights.
ARTICLE VI
PURCHASE AND SALE OF SECURITIES
-------------------------------
A. Promptly after each purchase of Securities by a Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of Securities
which are not Money Market Securities, Written Instructions, and (ii) with
respect to each purchase of Money Market Securities, Written Instructions or
Oral Instructions, specifying with respect to each such purchase the;
1.) name of the issuer and the title of the Securities,
2.) principal amount purchased and accrued interest, if any,
3.) date of purchase and settlement,
4.) purchase price per unit,
5.) total amount payable, and
6.) name of the person from whom, or the broker through
which, the purchase was made.
The Custodian shall, against receipt of Securities purchased by or for a Fund,
pay out of the Fund Assets, the total amount payable to the person from whom or
the broker through which the purchase was made, provided that the same conforms
to the total amount payable as set forth in such Written Instructions or Oral
Instructions, as the case may be.
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B. Promptly after each sale of Securities by a Fund, the Fund
shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, Written Instructions,
and (ii) with respect to each sale of Money Market Securities, Written
Instructions or Oral Instructions, specifying with respect to each such
sale the;
1.) name of the issuer and the title of the Securities,
2.) principal amount sold and accrued interest, if any,
3.) date of sale and settlement,
4.) sale price per unit,
5.) total amount receivable, and
6.) name of the person to whom, or the broker through which,
the sale was made,
The Custodian shall deliver the Securities against receipt of a total
amount receivable, provided that the same conforms to the total amount
receivable as set forth in such Written Instructions or Oral
Instructions, as the case may be.
C. On contractual settlement date, the account of the Fund will
be charged for all purchased Securities settling on that day, regardless
of whether or not delivery is made. Likewise, on contractual settlement
date, proceeds from the sale of Securities settling that day will be
credited to the account of the Fund, irrespective of delivery.
D. Purchases and sales of Securities effected by the Custodian
will be made on a delivery versus payment basis. The Custodian may, in
its sole discretion, upon receipt of a Certificate, elect to settle a
purchase or sale transaction in some other manner, but only upon receipt
of acceptable indemnification from the Fund.
E. The Custodian shall, upon receipt of a Written Instruction
so directing it, establish and maintain a segregated account or accounts
for and on behalf of the Fund. Cash and/or Securities may be transferred
into such account or accounts for specific purposes, to-wit:
1.) in accordance with the provision of any
agreement among the Fund, the Custodian,
and a broker-dealer registered under the
Securities and Exchange Act of 1934, as
amended, and also a member of the National
Association of Securities Dealers (NASD)
(or any futures commission merchant
registered under the Commodity Exchange
Act), relating to compliance with the rules
of the Options Clearing Corporation and of
any registered national securities
exchange, the Commodity Futures Trading
Commission, any registered contract market,
or any similar organization or
organizations requiring escrow or other
similar arrangements in connection with
transactions by the Fund;
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2.) for purposes of segregating cash or government securities
in connection with options purchased, sold, or written by
the Fund or commodity futures contracts or options
thereon purchased or sold by the Fund;
3.) for the purpose of compliance by the fund with the
procedures required for reverse repurchase agreements,
firm commitment agreements, standby commitment
agreements, and short sales by Act Release No. 10666. or
any subsequent release or releases or rule of the
Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered
investment companies; and
4.) for other corporate purposes, ONLY IN THE CASE OF THIS
CLAUSE 4 upon receipt of a copy of a resolution of the
Board of Trustees of the Fund, certified by the Secretary
of the Fund, setting forth the purposes of such
segregated account.
F. Except as otherwise may be agreed upon by the parties
hereto, the Custodian shall not be required to comply with any Written
Instructions to settle the purchase of any Securities on behalf of the
Fund unless there is sufficient cash in the account(s) at the time or to
settle the sale of any Securities from an account(s) unless such
Securities are in deliverable form. Notwithstanding the foregoing, if the
purchase price of such Securities exceeds the amount of cash in the
account(s) at the time of such purchase, the Custodian may, in its sole
discretion, advance the amount of the difference in order to settle the
purchase of such Securities. The amount of any such advance shall be
deemed a loan from the Custodian to the Fund payable on demand and
bearing interest accruing from the date such loan is made up to but not
including the date such loan is repaid at a rate per annum customarily
charged by the Custodian on similar loans.
ARTICLE VII
FUND INDEBTEDNESS
-----------------
In connection with any borrowings by a Fund, the Fund will
cause to be delivered to the Custodian by a bank or broker requiring
Securities as collateral for such borrowings (including the Custodian if
the borrowing is from the Custodian), a notice or undertaking in the form
currently employed by such bank or broker setting forth the amount of
collateral. The Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such borrowing:
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(a) the name of the bank or broker, (b) the amount and terms of the
borrowing, which may be set forth by incorporating by reference an
attached promissory note duly endorsed by the Fund, or a
loan agreement, (c) the date, and time if known, on which the loan is to
be entered into, (d) the date on which the loan becomes due and payable,
(e) the total amount payable to the Fund on the borrowing date, and (f)
the description of the Securities securing the loan, including the name
of the issuer, the title and the number of shares or the principal
amount. The Custodian shall deliver on the borrowing date specified in
the Certificate the required collateral against the lender's delivery of
the total loan amount then payable, provided that the same conforms to
that which is described in the Certificate. The Custodian shall deliver,
in the manner directed by the Fund, such Securities as additional
collateral, as may be specified in a Certificate, to secure further any
transaction described in this Article VII. The Fund shall cause all
Securities released from collateral status to be returned directly to the
Custodian and the Custodian shall receive from time to time such return
of collateral as may be tendered to it.
The Custodian may, at the option of the lender, keep such
collateral in its possession, subject to all rights therein given to the
lender because of the loan. The Custodian may require such reasonable
conditions regarding such collateral and its dealings with third-party
lenders as it may deem appropriate.
ARTICLE VIII
CONCERNING THE CUSTODIAN
------------------------
A. Except as otherwise provided herein, the Custodian shall not
be liable for any loss or damage resulting from its action or omission to
act or otherwise, except for any such loss or damage arising out of its
own gross negligence or willful misconduct. The Fund shall defend,
indemnify, and hold harmless the Custodian and its Trustees, officers,
employees and agents with respect to any loss, claim, liability or cost
(including reasonable attorneys' fees) arising or alleged to arise from
or relating to the Fund's duties hereunder or any other action or
inaction of the Fund or its Trustees, officers, employees or agents,
except such as may arise from the negligent action, omission, willful
misconduct or breach of this Agreement by the Custodian. The Custodian
may, with respect to questions of law, apply for and obtain the advice
and opinion of counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it in good faith in
conformity with the advice or opinion of counsel. The provisions under
this paragraph shall survive the termination of this Agreement.
B. Without limiting the generality of the foregoing, the
Custodian, acting in the capacity of Custodian hereunder, shall be under
no obligation to inquire into, and shall not be liable for:
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1.) The validity of the issue of any Securities purchased by or for the
account of the Fund, the legality of the purchase thereof, or the
propriety of the amount paid therefor;
2.) The legality of the sale of any Securities by or for the account of
the Fund, or the propriety of the amount for which the same are sold;
3.) The legality of the issue or sale of any shares of the Fund, or the
sufficiency of the amount to be received therefor;
4.) The legality of the redemption of any shares of the Fund, or the
propriety of the amount to be paid therefor;
5.) The legality of the declaration or payment of any dividend by the Fund
in respect of shares of the Fund,
6.) The legality of any borrowing by the Fund on behalf of the Fund, using
Securities as collateral;
C. The Custodian shall not be under any duty or obligation to
take action to effect collection of any amount due to the Fund from any
Dividend and Transfer Agent of the Fund nor to take any action to effect
payment or distribution by any Dividend and Transfer Agent of the Fund of
any amount paid by the Custodian to any Dividend and Transfer Agent of
the Fund in accordance with this Agreement.
D. Notwithstanding Section D of Article V, the Custodian shall
not be under any duty or obligation to take action to effect collection
of any amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction (including
prepayment thereof) of reimbursement of its costs and expenses in
connection with any such action.
E. The Fund acknowledges and hereby authorizes the Custodian to
hold Securities through its various agents described in Appendix B
annexed hereto. The Fund hereby represents that such authorization has
been duly approved by the Board of Trustees of the Fund as required by
the Act. The Custodian acknowledges that although certain Fund Assets are
held by its agents, the Custodian remains primarily liable for the
safekeeping of the Fund Assets.
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In addition, the Fund acknowledges that the Custodian may
appoint one or more financial institutions, as agent or agents or as
sub-custodian or sub-custodians, including, but not limited to, banking
institutions located in foreign countries, for the purpose of holding
Securities and moneys at any time owned by the Fund. The Custodian shall
not be relieved of any obligation or liability under this Agreement in
connection with the appointment or activities of such agents or
sub-custodians. Any such agent or sub-custodian shall be qualified to
serve as such for assets of investment companies registered under the
Act. Upon request, the Custodian shall promptly forward to the Fund any
documents it receives from any agent or sub-custodian appointed hereunder
which may assist trustees of registered investment companies to fulfill
their responsibilities under Rule 17f-5 of the Act.
F. The Custodian shall not be under any duty or obligation
to ascertain whether any Securities at any time delivered to or held by
it for the account of the Fund are such as properly may be held by the
Fund under the provisions of the Declaration of Trust and the Fund's By
Laws.
G. The Custodian shall treat all records and other information
relating to the Fund and the Fund Assets as confidential and shall not
disclose any such records or information to any other person unless (i)
the Fund shall have consented thereto in writing or (ii) such disclosure
is required by law.
H. The Custodian shall be entitled to receive and the Fund
agrees to pay to the Custodian such compensation as shall be determined
pursuant to Appendix D attached hereto, or as shall be determined
pursuant to amendments to such Appendix D. The Custodian shall be
entitled to charge against any money held by it for the account of the
Fund, the amount of any of its fees, any loss, damage, liability or
expense, including counsel fees. The expenses which the Custodian may
charge against the account of the Fund include, but are not limited to,
the expenses of agents or sub-custodians incurred in settling
transactions involving the purchase and sale of Securities of the Fund.
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I. The Custodian shall be entitled to rely upon any Oral
Instructions and any Written Instructions. The Fund agrees to forward to
the Custodian Written Instructions confirming Oral Instructions in such a
manner so that such Written Instructions are received by the Custodian,
whether by hand delivery, facsimile or otherwise, on the same business
day on which such Oral Instructions were given. The Fund agrees that the
failure of the Custodian to receive such confirming instructions shall in
no way affect the validity of the transactions or enforceability of the
transactions hereby authorized by the Fund. The Fund agrees that the
Custodian shall incur no liability to the Fund for acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions.
J. The Custodian will (i) set up and maintain proper books of
account and complete records of all transactions in the accounts
maintained by the Custodian hereunder in such manner as will meet the
obligations of the Fund under the Act, with particular attention to
Section 31 thereof and Rules 3 la-I and 3 Ia-2 thereunder and those
records are the property of the Fund, and (ii) preserve for the periods
prescribed by applicable Federal statute or regulation all records
required to be so preserved. All such books and records shall be the
property of the Fund, and shall be open to inspection and audit at
reasonable times and with prior notice by Officers and auditors employed
by the Fund.
K. The Custodian shall send to the Fund any report received on
the systems of internal accounting control of the Custodian, or its
agents or sub-custodians, as the Fund may reasonably request from time to
time.
L. The Custodian performs only the services of a custodian and
shall have no responsibility for the management, investment or
reinvestment of the Securities from time to time owned by the Fund. The
Custodian is not a selling agent for shares of the Fund and performance
of its duties as custodian shall not be deemed to be a recommendation to
the Fund's depositors or others of shares of the Fund as an investment
M. The Custodian shall take all reasonable action, that the
Fund may from time to time request, to assist the Fund in obtaining
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favorable opinions from the Fund's independent accountants, with respect
to the Custodians activities hereunder, in connection with the
preparation of the Fund's Form N-IA. Form N-SAR, or other annual reports
to the Securities and Exchange Commission.
N. The Fund hereby pledges to and grants the Custodian a
security interest in any Fund Assets to secure the payment of any
liabilities of the Fund to the Custodian, whether acting in its capacity
as Custodian or otherwise, or on account of money borrowed from the
Custodian. This pledge is in addition to any other pledge of collateral
by the Fund to the Custodian.
ARTICLE IX
FORCE MAJEURE
-------------
Neither the Custodian nor the Trust shall be liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; strikes; epidemics; riots; labor
disputes; acts of civil or military authority; governmental actions; or
inability to obtain labor, material, equipment or transportation; provided,
however, that the Custodian, in the event of a failure or delay, shall use its
best efforts to ameliorate the effects of such failure or delay.
ARTICLE X
TERMINATION
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A. Either of the parties hereto may terminate this Agreement for any reason
by giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than sixty (60) days after the date of
giving of such notice. If such notice is given by the Fund, it shall be
accompanied by a copy of a resolution of the Board of Trustees of the Fund,
certified by the Secretary of the Fund, electing to terminate this Agreement and
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designating a successor custodian or custodians. In the event such notice is
given by the Custodian, the Fund shall, on or before the termination date,
deliver to the Custodian a copy of a resolution of the Board of Trustees of the
Fund, certified by the Secretary, designating a successor custodian or
custodians to act on behalf of the Fund. In the absence of such designation by
the Fund, the Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $100,000,000 aggregate capital,
surplus, and undivided profits. Upon the date set forth in such notice this
Agreement shall terminate, and the Custodian, provided that it has received a
notice of acceptance by the successor custodian, shall deliver, on that date,
directly to the successor custodian all Securities and moneys then owned by the
Fund and held by it as Custodian. Upon termination of this Agreement, the Fund
shall pay to the Custodian on behalf of the Fund such compensation as may be due
as of the date of such termination. The Fund agrees on behalf of the Fund that
the Custodian shall be reimbursed for its reasonable costs in connection with
the termination of this Agreement.
B. If a successor custodian is not designated by the Fund, or by the
Custodian in accordance with the preceding paragraph, or the designated
successor cannot or will not serve, the Fund shall, upon the delivery by the
Custodian to the Fund of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and moneys then owned
by the Fund, be deemed to be the custodian for the Fund, and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities held in the Book-Entry
System, which cannot be delivered to the Fund, which shall be held by the
Custodian in accordance with this Agreement.
ARTICLE XI
MISCELLANEOUS
-------------
A. Appendix A sets forth the names and the signatures of all
Authorized Persons, as certified by the Secretary of the Fund. The Fund agrees
to furnish to the Custodian a new Appendix A in form similar to the attached
Appendix A, if any present Authorized Person ceases to be an Authorized Person
or if any other or additional Authorized Persons are elected or appointed. Until
such new Appendix A shall be received, the Custodian shall be fully protected in
acting under the provisions of this Agreement upon Oral Instructions or
signatures of the then current Authorized Persons as set forth in the last
delivered Appendix A.
B. No recourse under any obligation of this Agreement or for any
claim based thereon shall be had against any organizer, shareholder, Officer,
Trustee, past, present or future as such, of the Fund or of any predecessor or
successor, either directly or through the Fund or any such predecessor or
successor, whether by virtue of any constitution, statute or rule of law or
equity, or be the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that this Agreement and the obligations
thereunder are enforceable solely against the Fund, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
organizers, shareholders, Officers, Trustees of the Fund or of any predecessor
or successor, or any of them as such. To the extent that any such liability
exists, it is hereby expressly waived and released by the Custodian as a
condition of, and as a consideration for, the execution of this Agreement.
C. The obligations set forth in this Agreement having been made by
the Fund have been made by the Board of Trustees, acting as such Trustees for
and on behalf of the Fund, pursuant to the authority vested in them under the
laws of the State of Massachusetts, the Declaration Of Trust and the By-Laws of
the Fund. This Agreement has been executed by Officers of the Fund as officers,
and not individually, and the obligations contained herein are not binding upon
any of the Trustees, Officers, agents or holders of shares, personally, but bind
only the Fund.
D. Provisions of the Prospectus and any other documents (including
advertising material) specifically mentioning the Custodian (other than merely
by name and address) shall be reviewed with the Custodian by the Fund prior to
publication and/or dissemination or distribution, and shall be subject to the
consent of the Custodian.
15
E. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at
Firstar Bank Center, 000 Xxxxxx Xxxxxx, X. X. 0000, Xxxxxxxxxx, Xxxx 00000,
attention Mutual Fund Custody Department, or at such other place as the
Custodian may from time to time designate in writing.
F. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund shall be sufficiently given when
delivered to the Fund or on the second business day following the time such
notice is deposited in the U.S. mail postage prepaid and addressed to the Fund
at its office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000, Attn: Xxxxx
Xxxxxxxx, or at such other place as the Fund may from time to time designate in
writing.
G. This Agreement, with the exception of the Appendices, may not be
amended or modified in any material manner except by a written agreement
executed by both parties with the same formality as this Agreement, and
authorized and approved by a resolution of the Board of Trustees of the Fund.
H. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund or by the Custodian, and
no attempted assignment by the Fund or the Custodian shall be effective without
the written consent of the other party hereto,
I. This Agreement shall be construed in accordance with the laws of
the State of Ohio.
J. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective Officers, thereunto duly authorized as of the
day and year first above written.
16
ATTEST: XXXXXXXX ASSET MANAGEMENT TRUST
__________________ By: /S/ XXXXX XXX XXXXX
Xxxxx Xxx Xxxxx
Title: TREASURER
ATTEST:
FIRSTAR BANK, N.A.
------------------
By: /S/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Senior Vice President
18
APPENDIX A
AUTHORIZED PERSONS SPECIMEN SIGNATURES
------------------ -------------------
President: ______________ ______________
Secretary: ______________ ______________
Treasurer: ______________ ______________
Controller: ______________ ______________
Adviser Employees: ______________ ______________
Transfer Agent/Fund Accountant
Employees:
-------------- --------------
-------------- --------------
-------------- --------------
-------------- --------------
00
XXXXXXXX X
The following agents are employed currently by Firstar Bank, N.A. for securities
processing and control...
The Depository Trust Company (New York)
0 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
The Federal Reserve Bank
Cincinnati and Cleveland Branches
Bankers Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
(For Foreign Securities and certain non-DTC eligible Securities)
20
APPENDIX C
STANDARDS OF SERVICE GUIDE
FIRSTAR BANK NA.
MAIL LOCATION #6118
000 XXXXXX XXXXXX,
XXXXXXXXXX, XX 00000
JUNE, 1988
FIRSTAR BANK, N.A.
STANDARDS OF SERVICE GUIDE
Firstar Bank, NA. is committed to providing superior quality
service to all customers .-. 4 their agents at all times. We have compiled
this guide as a tool for OUR clients to determine our standards for the
processing of security settlements, payment collection, and capital change
transactions. Deadlines recited in this guide represent the times required
for Firstar Bank to guarantee processing. Failure to meet these deadlines
will result in settlement at our client's risk. In all cases, Firstar Bank
will make every effort to complete all processing on a timely basis.
Firsts Bank is a direct participant of the Depository Trust
Company, a direct member of the Federal Reserve Bank of Cleveland, d
utilizes the Bankers Trust Company as its agent for ineligible d foreign
securities.
For corporate reorganizations, Firstar Bank utilizes SEI's Reorg
Source, Financial Information, Inc., XCITEK, DTC Important Notices, and the
WALL STREET JOURNAL.
For bond calls and mandatory puts, Firstar Bank utilizes SEIs Bond
Source, Xxxxx information Systems, Standard & Poor's Corporation, and DTC
Important Notices. Firstar Bank will not notify clients of optional put
opportunities.
Any securities delivered free to Firstar Bank or its agents must
be received three (3) business days prior to any payment or settlement in
order for the Firsts Bank standards of service to apply.
Should you have any questions regarding the information contained
in this guide, please feel free to contact your account representative.
THE INFORMATION CONTAINED IN THIS STANDARDS OF SERVICE GUIDE IS
SUBJECT TO CHANGE. SHOULD ANY CHANGES BE MADE FLRSTAR BANK WILL
PROVIDE YOU WITH AN UPDATED COPY OF ITS STANDARDS OF SERVICE GUIDE.
FIRSTAR BANK SECURITY SETTLEMENT STANDARDS
TRANSACTION TYPE INSTRUCTIONS DEADLINES* DELIVERY INSTRUCTIONS
---------------- ----------------------- ---------------------
DTC 1:30 P.M. on Settlement Date DTC Participant #0000
Xxxxx Xxxx XX 00000
Institutional # _______
For Account # ____________
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cinti/Trust
For Firstar Bank, N.A. ABA #000000000
For Account # ___
Federal Reserve Book Entry (Repurchase 1:00P.M. on Settlement Date Federal Reserve Bank of Cinti/Trust
Agreement Collateral Only) For Firstar Bank, N.A. ABA #000000000
For Account #
PTC Securities l2:00 P.M. on Settlement Date PTC for Account BTRST/CUST
(GNMA Book Entry) Sub Account: Firstar Bank, N.A. #090334
Physical Securities 9:30 AM. EST on Settlement Date Bankers Trust Company
(for Deliveries by 4:00 P.M. on Xxxxxxxxxx 00 Xxxx Xxxxxx 4th Floor, Window 43
Date minus I) for Firstar Bank Account #090334
Euroclear Via Cedel Bridge
CEDELIEURO-CLEAR 11:00A.M. on Settlement Date minus 2 In favor of Bankers Trust Comp
Cedel 53355
For Firstar Bank Account #501526354
Firstar Bank, X.X. Xxxxx/Trust ABA# 000000000
Cash WireTransfer 3:00 P.M. Credit Account #0000000
Further Credit to __________
Account # ______
*All times listed are Eastern Standard Time.
FIRSTAR BANK PAYMENT STANDARDS
SECURITY TYPE INCOME PRINCIPAL
------------- ------ ---------
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds* Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA's (P&I) Payable Date + 1
Payable Date + 1
CMOs*
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit* Payable Date + 1 Payable Date + 1
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
NOTE: If a payable date falls on a weekend or bank holiday, payment will be made
on the immediately following business day
FIRSTAR BANK CORPORATE REORGANIZATION STANDARDS
TYPE OF ACTION NOTIFICATION TO CLIENT DEADLINE FOR CLIENT INSTRUCTIONS TRANSACTION
-------------- ---------------------- -------------------------------- -----------
Rights, Warrants, Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
with Optional Mergers or receipt of notice
Mandatory Puts with Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
Option to Retain or receipt of notice
Class Actions 10 business days prior to expiration date 5 business days prior to expiration Upon receipt
Voluntary Tenders Later of 10 business days prior to expiration 5 business days prior to expiration Upon receipt
Exchanges or receipt of notice
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities received None Upon receipt
Liquidations, Bankruptcies,
Stock Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to expiration None Upon receipt
Or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above will be sold.
APPENDIX D
FIRSTAR BANK, N.A.
DOMESTIC CUSTODY FEE SCHEDULE FOR XXXXXXXX ASSET MANAGEMENT
Firstar Bank, N.A., as Custodian, will receive monthly compensation
for services according to the terms of the following Schedule:
I. PORTFOLIO TRANSACTION FEES:
---------------------------
(a) For each repurchase agreement transaction $ 7.00
(b) For each portfolio transaction processed through
DTC or Federal Reserve $12.00
(c) For each portfolio transaction processed through
our New York custodian $25.00
(d) For each GNMA/Amortized Security Purchase $16.00
(e) For each GNMA Prin/Int Paydown, GNMA Sales $ 8.00
(f) For each option / future contract written,
exercised or expired $40.00
(g) For each Cedel/Euro clear transaction $80.00
(h) For each Disbursement (Fund expenses only) $ 5.00
A transaction is a purchase/sale of a security, free receipt/free delivery
(excludes initial conversion), maturity, tender or exchange.
II. MARKET VALUE FEE
----------------
Based upon an annual rate of: XXXXXXX
.0000 (0 Xxxxx Xxxxx) on First $200
.00008 (.8 of 1 Basis Point) on Balance
III. MONTHLY MINIMUM FEE-PER FUND $250.00
----------------------------
III. OUT-OF-POCKET EXPENSES
----------------------
The only out-of-pocket expenses charged to your account will be
shipping fees or transfer fees.
IV. XXX DOCUMENTS
-------------
Per Shareholder/year to hold each XXX Document $2.50
V. EARNINGS CREDITS
----------------
On a monthly basis any earnings credits generated form
uninvested custody balances will be applied against any cash
management service fees generated. Earnings credits are based
on a Cost of Funds Tiered Earnings Credit Rate.
*ASSUMES EXCLUSIVE USE OF FIRSTAR STELLAR MONEY MARKET FUNDS FOR INVESTMENT OF
SHORT TERM CASH.
Revised December 16, 1998
