THE ADVISORS' INNER CIRCLE FUND
CUSTODY AGREEMENT
THIS AGREEMENT is made and entered into as of this 12(th) day of
February, 2013, by and between THE ADVISORS' INNER CIRCLE FUND, a Massachusetts
trust (the "Trust"), acting for and on behalf of each series as are currently
authorized and issued by the Trust or may be authorized and issued by the Trust
subsequent to the date of this Agreement (each a "Fund" and collectively the
"Funds") and U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America (the
"Custodian").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company, and is authorized to issue shares of beneficial interest in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Custodian is a bank meeting the requirements prescribed
in Section 26(a)(1) of the 1940 Act; and
WHEREAS, the Trust desires to retain the Custodian to act as
custodian of the cash and securities of each series of the Trust; and
WHEREAS, the Board of Trustees of the Trust has delegated to the
Custodian the responsibilities set forth in Rule 17f-5(c) under the 1940 Act
and the Custodian is willing to undertake the responsibilities and serve as the
foreign custody manager for the Trust.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the
meanings set forth below unless the context otherwise requires:
1.01 "AUTHORIZED PERSON" means any Officer or person who has been designated as
such by written notice and named in EXHIBIT A and delivered to the Custodian by
the Trust, or if the Trust has notified the Custodian in writing that it has an
authorized investment manager or other agent, delivered to the Custodian by the
Trust's investment advisor or other agent. Such Officer or person shall
continue to be an Authorized Person until such time as the Custodian receives
Written Instructions from the Trust or the Trust's investment advisor or other
agent that any such person is no longer an Authorized Person.
1.02 "BOARD OF TRUSTEES" shall mean the trustees from time to time serving
under the Trust's declaration of trust, as amended from time to time.
1.03 "BOOK-ENTRY SYSTEM" shall mean a federal book-entry system as provided in
Subpart O of Treasury Circular Xx. 000, 00 XXX 306, in Subpart B of 31 CFR Part
350, or in such book-entry regulations of federal agencies as are substantially
in the form of such Subpart O.
1.04 "BUSINESS DAY" shall mean any day recognized as a settlement day by The
New York Stock Exchange, Inc. and any other day for which the Trust computes
the net asset value of Shares of the Funds.
1.05 "ELIGIBLE FOREIGN CUSTODIAN" has the meaning set forth in Rule
17f-5(a)(1), including a majority-owned or indirect subsidiary of a U.S. Bank
(as defined in Rule 17f-5), a bank holding company meeting the requirements of
an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other
appropriate action of the SEC), or a foreign branch of a Bank (as defined in
Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian under
Section 17(f) of the 1940 Act; the term does not include any Eligible
Securities Depository.
1.06 "ELIGIBLE SECURITIES DEPOSITORY" has the meaning set forth in Rule
17f-7(b)(1) under the 0000 Xxx.
1.07 "FOREIGN SECURITIES" means any investments of a Fund (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect such Fund's
transactions in such investments.
1.08 "FUND CUSTODY ACCOUNT" shall mean any of the accounts in the name of the
Trust, which is provided for in Section 3.2 below.
1.09 "IRS" shall mean the Internal Revenue Service.
1.10 "FINRA" shall mean the Financial Industry Regulatory Authority, Inc.
1.11 "OFFICER" shall mean the Chairman, President, any Vice President, any
Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer,
or any Assistant Treasurer of the Trust.
1.12 "PROPER INSTRUCTIONS" shall mean Written Instructions.
1.13 "SEC" shall mean the U.S. Securities and Exchange Commission.
1.14 "SECURITIES" shall include, without limitation, common and preferred
stocks, bonds, call options, put options, debentures, notes, bank certificates
of deposit, bankers' acceptances, mortgage-backed securities or other
obligations, and any certificates, receipts, warrants or other instruments or
documents representing rights to receive, purchase or subscribe for the same, or
evidencing or representing any other rights or interests therein, or any similar
property or assets that the Custodian or its agents have the facilities to clear
and service.
2
1.15 "SECURITIES DEPOSITORY" shall mean The Depository Trust Company and any
other clearing agency registered with the SEC under Section 17A of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), which acts as a
system for the central handling of Securities where all Securities of any
particular class or series of an issuer deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of the Securities.
1.16 "SHARES" shall mean, with respect to a Fund, the units of beneficial
interest issued by the Trust on account of the Fund.
1.17 "SUB-CUSTODIAN" shall mean and include (i) any branch of a "U.S. bank," as
that term is defined in Rule 17f-5 under the 1940 Act, and (ii) any "Eligible
Foreign Custodian" having a contract with the Custodian which the Custodian has
determined will provide reasonable care of assets of the Funds based on the
standards specified in Section 3.3 below. Such contract shall be in writing and
shall include provisions that provide: (i) for indemnification or insurance
arrangements (or any combination of the foregoing) such that the Funds will be
adequately protected against the risk of loss of assets held in accordance with
such contract; (ii) that the Foreign Securities will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of the
Sub-Custodian or its creditors except a claim of payment for their safe custody
or administration, in the case of cash deposits, liens or rights in favor of
creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar
laws; (iii) that beneficial ownership for the Foreign Securities will be freely
transferable without the payment of money or value other than for safe custody
or administration; (iv) that adequate records will be maintained identifying
the assets as belonging to the Funds or as being held by a third party for the
benefit of the Funds; (v) that the Funds' independent public accountants will
be given access to those records or confirmation of the contents of those
records; and (vi) that the Funds will receive periodic reports with respect to
the safekeeping of the Funds' assets, including, but not limited to,
notification of any transfer to or from a Fund's account or a third party
account containing assets held for the benefit of the Funds. Such contract may
contain, in lieu of any or all of the provisions specified in (i)-(vi) above,
such other provisions that the Custodian determines will provide, in their
entirety, the same or a greater level of care and protection for Fund assets as
the specified provisions.
1.18 "WRITTEN INSTRUCTIONS" shall mean (i) written communications actually
received by the Custodian and signed by an Authorized Person, (ii)
communications by facsimile or Internet electronic e-mail or any other such
system from one or more persons reasonably believed by the Custodian to be an
Authorized Person.
ARTICLE II.
APPOINTMENT OF CUSTODIAN
2.01 APPOINTMENT. The Trust hereby appoints the Custodian as custodian of all
Securities and cash owned by or in the possession of the Funds at any time
during the period of this Agreement, on the terms and conditions set forth in
this Agreement, and the Custodian hereby accepts such appointment and agrees to
perform the services and duties set forth in
3
this Agreement. The Trust hereby delegates to the Custodian, subject to Rule
17f-5(b), the responsibilities with respect to the Funds' Foreign Securities,
and the Custodian hereby accepts such delegation as foreign custody manager
with respect to the Funds. The services and duties of the Custodian shall be
confined to those matters expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Custodian hereunder.
2.02 DOCUMENTS TO BE FURNISHED. The following documents, including any
amendments thereto, will be provided contemporaneously with the execution of
the Agreement to the Custodian by the Trust:
(a) A copy of the Trust's declaration of trust, certified by the Secretary;
(b) A copy of the Trust's bylaws, certified by the Secretary;
(c) A copy of the resolution of the Board of Trustees of the Trust appointing
the Custodian, certified by the Secretary;
(d) A copy of the current prospectuses of the Funds (the "Prospectus");
(e) A certification of the Chairman or the President and the Secretary of the
Trust setting forth the names and signatures of the current Officers of the
Trust and other Authorized Persons; and
(f) An executed authorization required by the Shareholder Communications Act of
1985, attached hereto as EXHIBIT H.
2.03 NOTICE OF APPOINTMENT OF TRANSFER AGENT. The Trust agrees to notify the
Custodian in writing of the appointment, termination or change in appointment
of any transfer agent of the Funds.
ARTICLE III.
CUSTODY OF CASH AND SECURITIES
3.01 SEGREGATION. All Securities and non-cash property held by the Custodian
for the account of a Fund (other than Securities maintained in a Securities
Depository, Eligible Securities Depository or Book-Entry System) shall be
physically segregated from other Securities and non-cash property in the
possession of the Custodian (including the Securities and non-cash property of
the other series of the Trust, if applicable) and shall be identified as
subject to this Agreement.
3.02 FUND CUSTODY ACCOUNTS. As to each Fund, the Custodian shall open and
maintain in its trust department a custody account in the name of the Trust
coupled with the name of the Fund, subject only to draft or order of the
Custodian, in which the Custodian shall enter and carry all Securities, cash
and other assets of such Fund which are delivered to it.
4
3.03 Appointment of Agents.
(a) In its discretion, the Custodian may appoint one or more Sub-Custodians to
establish and maintain arrangements with (i) Eligible Securities Depositories
or (ii) Eligible Foreign Custodians who are members of the Sub-Custodian's
network to hold Securities and cash of the Funds and to carry out such other
provisions of this Agreement as it may determine; provided, however, that the
appointment of any such agents and maintenance of any Securities and cash of
the Funds shall be at the Custodian's expense and shall not relieve the
Custodian of any of its obligations or liabilities under this Agreement. The
Custodian shall be liable for the actions of any Sub-Custodians (regardless of
whether assets are maintained in the custody of a Sub-Custodian, a member of
its network or an Eligible Securities Depository) appointed by it as if such
actions had been done by the Custodian.
(b) If, after the initial appointment of Sub-Custodians by the Board of
Trustees in connection with this Agreement, the Custodian wishes to appoint
other Sub-Custodians to hold property of the Funds, it will so notify the Trust
and make the necessary determinations as to any such new Sub-Custodian's
eligibility under Rule 17f-5 under the 1940 Act.
(c) In performing its delegated responsibilities as foreign custody manager to
place or maintain a Fund's assets with a Sub-Custodian, the Custodian will
determine that the Fund's assets will be subject to reasonable care, based on
the standards applicable to custodians in the country in which the Fund's
assets will be held by that Sub-Custodian, after considering all factors
relevant to safekeeping of such assets, including, without limitation the
factors specified in Rule 17f-5(c)(1).
(d) The agreement between the Custodian and each Sub-Custodian acting hereunder
shall contain the required provisions set forth in Rule 17f-5(c)(2) under the
1940 Act.
(e) At the end of each calendar quarter, the Custodian shall provide written
reports notifying the Board of Trustees of the withdrawal or placement of the
Securities and cash of each Fund with a Sub-Custodian and of any material
changes in the Fund's arrangements. Such reports shall include an analysis of
the custody risks associated with maintaining assets with any Eligible
Securities Depositories. The Custodian shall promptly take such steps as may be
required to withdraw assets of a Fund from any Sub-Custodian arrangement that
has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940
Act, as applicable.
(f) With respect to its responsibilities under this Section 3.3, the Custodian
hereby warrants to the Trust that it agrees to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of property of the Funds. The Custodian further warrants that the
Funds' assets will be subject to reasonable care if maintained with a
Sub-Custodian, after considering all factors relevant to the safekeeping of
such assets, including, without limitation: (i) the Sub-Custodian's practices,
procedures, and internal controls for certificated securities (if applicable),
its method of keeping custodial
5
records, and its security and data protection practices; (ii) whether the
Sub-Custodian has the requisite financial strength to provide reasonable care
for Fund assets; (iii) the Sub- Custodian's general reputation and standing
and, in the case of a Securities Depository, the Securities Depository's
operating history and number of participants; and (iv) whether the Funds will
have jurisdiction over and be able to enforce judgments against the Sub-
Custodian, such as by virtue of the existence of any offices of the
Sub-Custodian in the United States or the Sub-Custodian's consent to service of
process in the United States.
(g) The Custodian shall establish a system or ensure that its Sub-Custodian has
established a system to monitor on a continuing basis (i) the appropriateness
of maintaining the Funds' assets with a Sub-Custodian or Eligible Foreign
Custodians who are members of a Sub- Custodian's network; (ii) the performance
of the contract governing the Funds' arrangements with such Sub-Custodian or
Eligible Foreign Custodian's members of a Sub-Custodian's network; and (iii)
the custody risks of maintaining assets with an Eligible Securities Depository.
The Custodian must promptly notify the Funds or their investment advisers of
any material change in these risks.
(h) The Custodian shall use commercially reasonable efforts to collect all
income and other payments with respect to Foreign Securities to which each Fund
shall be entitled and shall credit such income, as collected, to the Trust. In
the event that extraordinary measures are required to collect such income, the
Trust and Custodian shall consult as to the measures and as to the compensation
and expenses of the Custodian relating to such measures.
3.04 DELIVERY OF ASSETS TO CUSTODIAN. The Trust shall deliver, or cause to be
delivered, to the Custodian all of the Funds' Securities, cash and other
investment assets, including (i) all payments of income, payments of principal
and capital distributions received by the Funds with respect to such Securities,
cash or other assets owned by the Funds at any time during the period of this
Agreement, and (ii) all cash received by the Fund for the issuance of Shares.
The Custodian shall not be responsible for such Securities, cash or other assets
until actually received by it.
3.05 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. The Custodian may deposit
and/or maintain Securities of each Fund in a Securities Depository or in a
Book-Entry System, subject to the following provisions:
(a) The Custodian, on an on-going basis, shall deposit in a Securities
Depository or Book- Entry System all Securities eligible for deposit therein
and shall make use of such Securities Depository or Book-Entry System to the
extent possible and practical in connection with its performance hereunder,
including, without limitation, in connection with settlements of purchases and
sales of Securities, loans of Securities, and deliveries and returns of
collateral consisting of Securities.
(b) Securities of the Funds kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account") of the Custodian
in such Book-Entry System or Securities Depository which includes only assets
held by the Custodian as a fiduciary, custodian or otherwise for customers.
6
(c) The records of the Custodian with respect to Securities of each Fund
maintained in a Book-Entry System or Securities Depository shall, by book-entry,
identify such Securities as belonging to the Fund.
(d) If Securities purchased by a Fund are to be held in a Book-Entry System or
Securities Depository, the Custodian shall pay for such Securities upon (i)
receipt of advice from the Book-Entry System or Securities Depository that such
Securities have been transferred to the Depository Account, and (ii) the making
of an entry on the records of the Custodian to reflect such payment and transfer
for the account of the Fund. If Securities sold by the Fund are held in a
Book-Entry System or Securities Depository, the Custodian shall transfer such
Securities upon (i) receipt of advice from the Book-Entry System or Securities
Depository that payment for such Securities has been transferred to the
Depository Account, and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account of the Fund.
(e) The Custodian shall provide the Trust with copies of any report (obtained by
the Custodian from a Book-Entry System or Securities Depository in which
Securities of the Funds are kept) on the internal accounting controls and
procedures for safeguarding Securities deposited in such Book-Entry System or
Securities Depository.
(f) Notwithstanding anything to the contrary in this Agreement, the Custodian
shall be liable to the Trust for any loss or damage to the Funds resulting from
(i) the use of a Book-Entry System or Securities Depository by reason of any
negligence or willful misconduct on the part of the Custodian or any
Sub-Custodian, or (ii) failure of the Custodian or any Sub-Custodian to enforce
effectively such rights as it may have against a Book-Entry System or Securities
Depository. At its election, the Trust shall be subrogated to the rights of the
Custodian with respect to any claim against a Book-Entry System or Securities
Depository or any other person from any loss or damage to the Funds arising from
the use of such Book-Entry System or Securities Depository, if and to the extent
that the Funds have not been made whole for any such loss or damage.
(g) With respect to its responsibilities under this Section 3.05 and pursuant to
Rule 17f-4 under the 1940 Act, the Custodian hereby warrants to the Trust that
it agrees to (i) exercise due care in accordance with reasonable commercial
standards in discharging its duty as a securities intermediary to obtain and
thereafter maintain such assets, (ii) provide, promptly upon request by the
Trust, such reports as are available concerning the Custodian's internal
accounting controls and financial strength, and (iii) require any Sub-Custodian
to exercise due care in accordance with reasonable commercial standards in
discharging its duty as a securities intermediary to obtain and thereafter
maintain assets corresponding to the security entitlements of its entitlement
holders.
3.06 DISBURSEMENT OF MONEYS FROM FUND CUSTODY ACCOUNT. Upon receipt of Proper
Instructions, the Custodian shall disburse moneys from a Fund's Custody Account
but only in the following cases:
(a) For the purchase of Securities for the Fund but only in accordance with
Section 4.01 of this Agreement and only (i) in the case of Securities (other
than options on Securities,
7
futures contracts and options on futures contracts), against the delivery to
the Custodian (or any Sub-Custodian) of such Securities registered as provided
in Section 3.09 below or in proper form for transfer, or if the purchase of
such Securities is effected through a Book-Entry System or Securities
Depository, in accordance with the conditions set forth in Section 3.05 above;
(ii) in the case of options on Securities, against delivery to the Custodian
(or any Sub-Custodian) of such receipts as are required by the customs
prevailing among dealers in such options; (iii) in the case of futures
contracts and options on futures contracts, against delivery to the Custodian
(or any Sub-Custodian) of evidence of title thereto in favor of the Fund or any
nominee referred to in Section 3.09 below; and (iv) in the case of repurchase
or reverse repurchase agreements entered into between the Trust and a bank
which is a member of the Federal Reserve System or between the Trust and a
primary dealer in U.S. Government securities, against delivery of the purchased
Securities either in certificate form or through an entry crediting the
Custodian's account at a Book-Entry System or Securities Depository with such
Securities;
(b) In connection with the conversion, exchange or surrender, as set forth in
Section 3.07(f) below, of Securities owned by the Fund;
(c) For the payment of any dividends or capital gain distributions declared by
the Fund;
(d) In payment of the redemption price of Shares as provided in Section 5.01
below;
(e) For the payment of any expense or liability incurred by the Fund,
including, but not limited to, the following payments for the account of the
Fund: interest; taxes; administration, investment advisory, accounting,
auditing, transfer agent, custodian, trustee and legal fees; and other
operating expenses of the Fund; in all cases, whether or not such expenses are
to be in whole or in part capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the 1934 Act and a
member of FINRA, relating to compliance with rules of the Options Clearing
Corporation and of any registered national securities exchange (or of any
similar organization or organizations) regarding escrow or other arrangements
in connection with transactions by the Fund;
(g) For transfer in accordance with the provisions of any agreement among the
Trust, the Custodian and a futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any contract market (or any similar
organization or organizations) regarding account deposits in connection with
transactions by the Fund;
(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including the
Custodian), which deposit or account has a term of one year or less; and
(i) For any other proper purpose, but only upon receipt of Proper Instructions,
specifying the amount and purpose of such payment, declaring such purpose to be
a proper corporate purpose, and naming the person or persons to whom such
payment is to be made.
8
3.07 DELIVERY OF SECURITIES FROM FUND CUSTODY ACCOUNT. Upon receipt of Proper
Instructions, the Custodian shall release and deliver, or cause the
Sub-Custodian to release and deliver, Securities from the Fund Custody Account
but only in the following cases:
(a) Upon the sale of Securities for the account of the Fund but only against
receipt of payment therefor in cash, by certified or cashiers check or bank
credit;
(b) In the case of a sale effected through a Book-Entry System or Securities
Depository, in accordance with the provisions of Section 3.05 above;
(c) To an offeror's depository agent in connection with tender or other similar
offers for Securities of the Fund; provided that, in any such case, the cash or
other consideration is to be delivered to the Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the name of the
Fund, the Custodian or any Sub-Custodian, or any nominee or nominees of any of
the foregoing, or (ii) for exchange for a different number of certificates or
other evidence representing the same aggregate face amount or number of units;
provided that, in any such case, the new Securities are to be delivered to the
Custodian;
(e) To the broker selling the Securities, for examination in accordance with
the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan of merger, consolidation,
recapitalization, reorganization or readjustment of the issuer of such
Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or
receipt of underlying Securities in connection with the issuance or
cancellation of depository receipts; provided that, in any such case, the new
Securities and cash, if any, are to be delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase or reverse
repurchase agreement entered into by the Fund;
(h) In the case of warrants, rights or similar Securities, upon the exercise
thereof, provided that, in any such case, the new Securities and cash, if any,
are to be delivered to the Custodian;
(i) For delivery in connection with any loans of Securities of the Fund, but
only against receipt of such collateral as the Trust shall have specified to
the Custodian in Proper Instructions;
(j) For delivery as security in connection with any borrowings by the Fund
requiring a pledge of assets by the Trust, but only against receipt by the
Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Trust;
9
(l) For delivery in accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the 1934 Act and a
member of FINRA, relating to compliance with the rules of the Options Clearing
Corporation and of any registered national securities exchange (or of any
similar organization or organizations) regarding escrow or other arrangements
in connection with transactions by the Fund;
(m) For delivery in accordance with the provisions of any agreement among the
Trust, the Custodian and a futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any contract market (or any similar
organization or organizations) regarding account deposits in connection with
transactions by the Fund;
(n) For any other proper corporate purpose, but only upon receipt of Proper
Instructions, specifying the Securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to whom delivery of
such Securities shall be made; or
(o) To brokers, clearing banks or other clearing agents for examination or
trade execution in accordance with market custom; provided that in any such
case the Custodian shall have no responsibility or liability for any loss
arising from the delivery of such securities prior to receiving payment for
such securities except as may arise from the Custodian's own negligence or
willful misconduct.
3.08 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise instructed by
the Trust, the Custodian shall with respect to all Securities held for a Fund:
(a) Subject to Section 9.04 below, collect on a timely basis all income and
other payments to which the Fund is entitled either by law or pursuant to
custom in the securities business;
(b) Present for payment and, subject to Section 9.04 below, collect on a timely
basis the amount payable upon all Securities which may mature or be called,
redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of the Fund, checks, drafts and other
negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form for Securities
in definitive form;
(e) Execute, as custodian, any necessary declarations or certificates of
ownership under the federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect, and prepare and submit
reports to the IRS and the Trust at such time, in such manner and containing
such information as is prescribed by the IRS;
(f) Hold for the Fund, either directly or, with respect to Securities held
therein, through a Book-Entry System or Securities Depository, all rights and
similar Securities issued with respect to Securities of the Fund; and
10
(g) In general, and except as otherwise directed in Proper Instructions, attend
to all non- discretionary details in connection with the sale, exchange,
substitution, purchase, transfer and other dealings with Securities and other
assets of the Fund.
3.09 REGISTRATION AND TRANSFER OF SECURITIES. All Securities held for eachFund
that are issued or issuable only in bearer form shall be held by the Custodian
in that form, provided that any such Securities shall be held in a Book-Entry
System if eligible therefor. All other Securities held for the Fund may be
registered in the name of the Fund, the Custodian, a Sub-Custodian or any
nominee thereof, or in the name of a Book-Entry System, Securities Depository or
any nominee of either thereof. The records of the Custodian with respect to
foreign securities of the Fund that are maintained with a Sub-Custodian in an
account that is identified as belonging to the Custodian for the benefit of its
customers shall identify those securities as belonging to the Fund. The Trust
shall furnish to the Custodian appropriate instruments to enable the Custodian
to hold or deliver in proper form for transfer, or to register in the name of
any of the nominees referred to above or in the name of a Book-Entry System or
Securities Depository, any Securities registered in the name of the Fund.
3.10 RECORDS.
(a) The Custodian shall maintain complete and accurate records with respect to
Securities, cash or other property held for each Fund, including (i) journals
or other records of original entry containing an itemized daily record in
detail of all receipts and deliveries of Securities and all receipts and
disbursements of cash; (ii) ledgers (or other records) reflecting (A)
Securities in transfer, (B) Securities in physical possession, (C) monies and
Securities borrowed and monies and Securities loaned (together with a record of
the collateral therefor and substitutions of such collateral), (D) dividends
and interest received, and (E) dividends receivable and interest receivable;
(iii) canceled checks and bank records related thereto; and (iv) all records
relating to its activities and obligations under this Agreement. The Custodian
shall keep such other books and records of the Funds as the Trust shall
reasonably request, or as may be required by the 1940 Act, including, but not
limited to, Section 31 of the 1940 Act and Rule 31a-2 promulgated thereunder.
(b) All such books and records maintained by the Custodian shall (i) be
maintained in a form acceptable to the Trust and in compliance with the rules
and regulations of the SEC, (ii) be the property of the Trust and at all times
during the regular business hours of the Custodian be made available upon
request for inspection by duly authorized officers, employees or agents of the
Trust and employees or agents of the SEC, and (iii) if required to be
maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods
prescribed in Rules 31a-1 and 31a-2 under the 1940 Act.
3.11 FUND REPORTS BY CUSTODIAN. The Custodian shall furnish the Trust with a
daily activity statement and a summary of all transfers to or from each Fund
Custody Account on the day following such transfers. At least monthly, the
Custodian shall furnish the Trust with a detailed statement of the Securities
and moneys held by the Custodian and the Sub-Custodians for each Fund under this
Agreement.
11
3.12 OTHER REPORTS BY CUSTODIAN. As the Trust may reasonably request from time
to time, the Custodian shall provide the Trust with reports on the internal
accounting controls and procedures for safeguarding Securities which are
employed by the Custodian or any Sub-Custodian.
3.13 PROXIES AND OTHER MATERIALS. The Custodian shall cause all proxies
relating to Securities which are not registered in the name of a Fund to be
promptly executed by the registered holder of such Securities, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Trust such proxies, all proxy soliciting materials and
all notices relating to such Securities. With respect to the foreign
Securities, the Custodian will use reasonable commercial efforts to facilitate
the exercise of voting and other shareholder rights, subject to the laws,
regulations and practical constraints that may exist in the country where such
securities are issued. The Trust acknowledges that local conditions, including
lack of regulation, onerous procedural obligations, lack of notice and other
factors may have the effect of severely limiting the ability of the Trust to
exercise shareholder rights.
3.14 INFORMATION ON CORPORATE ACTIONS. The Custodian shall promptly deliver to
the Trust all information received by the Custodian and pertaining to
Securities being held by the Funds with respect to optional tender or exchange
offers, calls for redemption or purchase, or expiration of rights. If the Trust
desires to take action with respect to any tender offer, exchange offer or
other similar transaction, the Trust shall notify the Custodian at least three
Business Days prior to the date on which the Custodian is to take such action.
The Trust will provide or cause to be provided to the Custodian all relevant
information for any Security which has unique put/option provisions at least
three Business Days prior to the beginning date of the tender period.
ARTICLE IV.
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.01 PURCHASE OF SECURITIES. Promptly upon each purchase of Securities for a
Fund, Written Instructions shall be delivered to the Custodian, specifying (i)
the name of the issuer or writer of such Securities, and the title or other
description thereof, (ii) the number of shares, principal amount (and accrued
interest, if any) or other units purchased, (iii) the date of purchase and
settlement, (iv) the purchase price per unit, (v) the total amount payable upon
such purchase, and (vi) the name of the person to whom such amount is payable.
The Custodian shall upon receipt of such Securities purchased by the Fund pay
out of the moneys held for the account of the Fund the total amount specified
in such Written Instructions to the person named therein. The Custodian shall
not be under any obligation to pay out moneys to cover the cost of a purchase
of Securities for the Fund, if in the Fund Custody Account there is
insufficient cash available to the Fund for which such purchase was made.
4.02 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED. In
any and every case where payment for the purchase of Securities for a Fund is
made by the Custodian in advance of receipt of the Securities purchased and in
the absence of specified Written Instructions to so pay in advance, the
Custodian shall be liable to the Fund for such payment.
12
4.03 SALE OF SECURITIES. Promptly upon each sale of Securities by a Fund,
Written Instructions shall be delivered to the Custodian, specifying (i) the
name of the issuer or writer of such Securities, and the title or other
description thereof, (ii) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (iii) the date of sale and settlement,
(iv) the sale price per unit, (v) the total amount payable upon such sale, and
(vi) the person to whom such Securities are to be delivered. Upon receipt of
the total amount payable to the Fund as specified in such Written Instructions,
the Custodian shall deliver such Securities to the person specified in such
Written Instructions. Subject to the foregoing, the Custodian may accept
payment in such form as shall be satisfactory to it, and may deliver Securities
and arrange for payment in accordance with the customs prevailing among dealers
in Securities.
4.04 DELIVERY OF SECURITIES SOLD. Notwithstanding Section 4.03 above or any
other provision of this Agreement, the Custodian, upon receipt of Proper
Instructions to deliver Securities against payment, shall be entitled, if in
accordance with generally accepted market practice, to deliver such Securities
prior to actual receipt of final payment therefor. In any such case, the Fund
shall bear the risk that final payment for such Securities may not be made or
that such Securities may be returned or otherwise held or disposed of by or
through the person to whom they were delivered, and the Custodian shall have no
liability for any for the foregoing.
4.05 PAYMENT FOR SECURITIES SOLD. In its sole discretion and from time to time,
the Custodian may credit a Fund Custody Account, prior to actual receipt of
final payment thereof, with (i) proceeds from the sale of Securities which it
has been instructed to deliver against payment, (ii) proceeds from the
redemption of Securities or other assets of the Fund, and (iii) income from
cash, Securities or other assets of the Fund. Any such credit shall be
conditional upon actual receipt by Custodian of final payment and may be
reversed if final payment is not actually received in full. The Custodian may,
in its sole discretion and from time to time, permit the Fund to use funds so
credited to the Fund Custody Account in anticipation of actual receipt of final
payment. Any such funds shall be repayable immediately upon demand made by the
Custodian at any time prior to the actual receipt of all final payments in
anticipation of which funds were credited to the Fund Custody Account.
4.06 ADVANCES BY CUSTODIAN FOR SETTLEMENT. The Custodian may, in its sole
discretion and from time to time, advance funds to the Trust to facilitate the
settlement of a Fund's transactions in the Fund Custody Account. Any such
advance shall be repayable immediately upon demand made by Custodian.
ARTICLE V.
REDEMPTION OF FUND SHARES
5.01 TRANSFER OF FUNDS. From such funds as may be available for the purpose in
the relevant Fund Custody Account, and upon receipt of Proper Instructions
specifying that the funds are required to redeem Shares of a Fund, the
Custodian shall wire each amount specified in such Proper Instructions to or
through such bank or broker-dealer as the Trust may designate.
13
5.02 NO DUTY REGARDING PAYING BANKS. Once the Custodian has wired amounts to a
bank or broker-dealer pursuant to Section 5.01 above, the Custodian shall not
be under any obligation to effect any further payment or distribution by such
bank or broker-dealer.
ARTICLE VI.
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions, the Custodian shall establish and maintain
a segregated account or accounts for and on behalf of each Fund, into which
account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account:
(a) in accordance with the provisions of any agreement among the Trust, the
Custodian and a broker-dealer registered under the 1934 Act and a member of
FINRA (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 (or the
Commodity Futures Trading Commission or any registered contract market), or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund;
(b) for purposes of segregating cash or Securities in connection with
securities options purchased or written by the Fund or in connection with
financial futures contracts (or options thereon) purchased or sold by the
Fund;
(c) which constitute collateral for loans of Securities made by the Fund;
(d) for purposes of compliance by the Fund with requirements under the 1940 Act
for the maintenance of segregated accounts by registered investment companies
in connection with reverse repurchase agreements and when-issued, delayed
delivery and firm commitment transactions; and
(e) for other proper corporate purposes, but only upon receipt of Proper
Instructions, setting forth the purpose or purposes of such segregated account
and declaring such purposes to be proper corporate purposes.
Each segregated account established under this Article VI shall be established
and maintained for the Fund only. All Proper Instructions relating to a
segregated account shall specify the Fund.
ARTICLE VII.
COMPENSATION OF CUSTODIAN
7.01 COMPENSATION. The Custodian shall be compensated for providing the
services set forth in this Agreement in accordance with the fee schedules set
forth on the Exhibits attached hereto (as amended from time to time). The
Custodian shall also be compensated for such out-of-pocket expenses (e.g.,
telecommunication charges, postage and delivery charges, and reproduction
charges) as are reasonably incurred by the Custodian in performing its duties
hereunder. The Trust shall pay all such fees and reimbursable expenses
14
within 30 calendar days following receipt of the billing notice, except for any
fee or expense subject to a good faith dispute. The Trust shall notify the
Custodian in writing within 30 calendar days following receipt of each invoice
if the Trust is disputing any amounts in good faith. The Trust shall pay such
disputed amounts within 10 calendar days of the day on which the parties agree
to the amount to be paid. With the exception of any fee or expense the Trust is
disputing in good faith as set forth above, unpaid invoices shall accrue a
finance charge of 1[]% per month after the due date. Notwithstanding anything
to the contrary, amounts owed by the Trust to the Custodian shall only be paid
out of the assets and property of the particular Fund involved.
7.02 OVERDRAFTS. The Trust is responsible for maintaining an appropriate level
of short term cash investments to accommodate cash outflows. The Trust may
obtain a formal line of credit for potential overdrafts of its custody account.
In the event of an overdraft or in the event the line of credit is insufficient
to cover an overdraft, the overdraft amount or the overdraft amount that
exceeds the line of credit will be charged in accordance with the fee schedules
set forth on the Exhibits attached hereto (as amended from time to time)
ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES
8.01 REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust hereby represents
and warrants to the Custodian, which representations and warranties shall be
deemed to be continuing throughout the term of this Agreement, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted, to
enter into this Agreement and to perform its obligations hereunder;
(b) This Agreement has been duly authorized, executed and delivered by the
Trust in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Trust, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors and
secured parties; and
(c) It is conducting its business in compliance in all material respects with
all applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now conducted;
there is no statute, rule, regulation, order or judgment binding on it and no
provision of its charter, bylaws or any contract binding it or affecting its
property which would prohibit its execution or performance of this Agreement.
8.02 REPRESENTATIONS AND WARRANTIES OF THE CUSTODIAN. The Custodian hereby
represents and warrants to the Trust, which representations and warranties shall
be deemed to be continuing throughout the term of this Agreement, that:
15
(a) It is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted, to
enter into this Agreement and to perform its obligations hereunder;
(b) It is a U.S. Bank as defined in section (a)(7) of Rule 17f-5.
(c) This Agreement has been duly authorized, executed and delivered by the
Custodian in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Custodian, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors and
secured parties; and
(d) It is conducting its business in compliance in all material respects with
all applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now conducted;
there is no statute, rule, regulation, order or judgment binding on it and no
provision of its charter, bylaws or any contract binding it or affecting its
property which would prohibit its execution or performance of this Agreement.
ARTICLE IX.
CONCERNING THE CUSTODIAN
9.01 STANDARD OF CARE. The Custodian shall exercise reasonable care in the
performance of its duties under this Agreement. The Custodian shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with its duties under this Agreement, except a loss
arising out of or relating to the Custodian's (or a Sub-Custodian's) refusal or
failure to comply with the terms of this Agreement (or any sub-custody
agreement) or from its (or a Sub-Custodian's) bad faith, negligence or willful
misconduct in the performance of its duties under this Agreement (or any
sub-custody agreement). The Custodian shall be entitled to rely on and may act
upon advice of counsel on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. The Custodian shall
promptly notify the Trust of any action taken or omitted by the Custodian
pursuant to advice of counsel.
9.02 ACTUAL COLLECTION REQUIRED. The Custodian shall not be liable for, or
considered to be the custodian of, any cash belonging to a Fund or any money
represented by a check, draft or other instrument for the payment of money,
until the Custodian or its agents actually receive such cash or collect on such
instrument.
9.03 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the extent that it is
in the exercise of reasonable care, the Custodian shall not be responsible for
the title, validity or genuineness of any property or evidence of title thereto
received or delivered by it pursuant to this Agreement.
9.04 LIMITATION ON DUTY TO COLLECT. Custodian shall not be required to enforce
collection, by legal means or otherwise, of any money or property due and
payable with
16
respect to Securities held for a Fund if such Securities are in default or
payment is not made after due demand or presentation.
9.05 RELIANCE UPON DOCUMENTS AND INSTRUCTIONS. The Custodian shall be entitled
to rely upon any certificate, notice or other instrument in writing received by
it and reasonably believed by it to be genuine. The Custodian shall be entitled
to rely upon any Written Instructions actually received by it pursuant to this
Agreement.
9.06 COOPERATION. The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Trust to keep the books
of account of the Funds and/or compute the value of the assets of the Funds.
The Custodian shall take all such reasonable actions as the Trust may from time
to time request to enable the Trust to obtain, from year to year, favorable
opinions from the Trust's independent accountants with respect to the
Custodian's activities hereunder in connection with (i) the preparation of the
Trust's reports on Form N-1A and Form N-SAR and any other reports required by
the SEC, and (ii) the fulfillment by the Trust of any other requirements of the
SEC.
ARTICLE X.
INDEMNIFICATION
10.01 INDEMNIFICATION BY TRUST. The Trust shall indemnify and hold harmless the
Custodian, any Sub-Custodian and any nominee thereof (each, an "Indemnified
Party" and collectively, the "Indemnified Parties") from and against any and
all claims, demands, losses, expenses and liabilities of any and every nature
(including reasonable attorneys' fees) that an Indemnified Party may sustain or
incur or that may be asserted against an Indemnified Party by any person
arising directly or indirectly (i) from the fact that Securities are registered
in the name of any such nominee, (ii) from any action taken or omitted to be
taken by the Custodian or such Sub-Custodian (a) at the request or direction of
or in reliance on the advice of the Trust, or (b) upon Proper Instructions, or
(iii) from the performance of its obligations under this Agreement or any
sub-custody agreement, provided that neither the Custodian nor any such
Sub-Custodian shall be indemnified and held harmless from and against any such
claim, demand, loss, expense or liability arising out of or relating to its
refusal or failure to comply with the terms of this Agreement (or any
sub-custody agreement), or from its bad faith, negligence or willful misconduct
in the performance of its duties under this Agreement (or any sub-custody
agreement). This indemnity shall be a continuing obligation of the Trust, its
successors and assigns, notwithstanding the termination of this Agreement. As
used in this paragraph, the terms "Custodian" and "Sub-Custodian" shall include
their respective directors, officers and employees.
10.02 INDEMNIFICATION BY CUSTODIAN. The Custodian shall indemnify and hold
harmless the Trust from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys' fees) that the Trust may sustain or incur or that may be asserted
against the Trust by any person arising directly or indirectly out of any
action taken or omitted to be taken by an Indemnified Party as a result of the
Indemnified Party's refusal or failure to comply with the terms of this
Agreement (or any sub-custody agreement), or from its bad faith, negligence or
willful misconduct in the
17
performance of its duties under this Agreement (or any sub-custody agreement).
This indemnity shall be a continuing obligation of the Custodian, its
successors and assigns, notwithstanding the termination of this Agreement. As
used in this paragraph, the term "Trust" shall include the Trust's trustees,
officers and employees.
10.03 SECURITY. If the Custodian advances cash or Securities to a Fund for any
purpose, either at the Trust's request or as otherwise contemplated in this
Agreement, or in the event that the Custodian or its nominee incurs, in
connection with its performance under this Agreement, any claim, demand, loss,
expense or liability (including reasonable attorneys' fees) (except such as may
arise from its or its nominee's bad faith, negligence or willful misconduct),
then, in any such event, any property at any time held for the account of the
Fund shall be security therefor, and should the Fund fail promptly to repay or
indemnify the Custodian, the Custodian shall be entitled to utilize available
cash of such Fund and to dispose of other assets of such Fund to the extent
necessary to obtain reimbursement or indemnification.
10.04 Miscellaneous.
(a) Neither party to this Agreement shall be liable to the other party for
consequential, special or punitive damages under any provision of this
Agreement.
(b) The indemnity provisions of this Article shall indefinitely survive the
termination and/or assignment of this Agreement.
(c) In order that the indemnification provisions contained in this Article X
shall apply, it is understood that if in any case the indemnitor may be asked
to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the indemnitee will use all reasonable care
to notify the indemnitor promptly concerning any situation that presents or
appears likely to present the probability of a claim for indemnification.
The indemnitor shall have the option to defend the indemnitee against any
claim that may be the subject of this indemnification. In the event that the
indemnitor so elects, it will so notify the indemnitee and thereupon the
indemnitor shall take over complete defense of the claim, and the indemnitee
shall in such situation initiate no further legal or other expenses for which
it shall seek indemnification under this Article X. The indemnitee shall in no
case confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor's prior written consent.
ARTICLE XI.
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; acts of terrorism; sabotage;
strikes; epidemics; riots; power failures; computer failure and any such
circumstances beyond its
18
reasonable control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that in the event of a failure or delay, the
Custodian (i) shall not discriminate against the Funds in favor of any other
customer of the Custodian in making computer time and personnel available to
input or process the transactions contemplated by this Agreement, and (ii)
shall use its best efforts to ameliorate the effects of any such failure or
delay.
ARTICLE XII.
PROPRIETARY AND CONFIDENTIAL INFORMATION
12.01 The Custodian agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the Trust,
all records and other information relative to the Trust and prior, present, or
potential shareholders of the Trust (and clients of said shareholders), and not
to use such records and information for any purpose other than the performance
of its responsibilities and duties hereunder, except (i) after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where the Custodian may be
exposed to civil or criminal contempt proceedings for failure to comply, (ii)
when requested to divulge such information by duly constituted authorities
although the Custodian will promptly report such disclosure to the Trust if
disclosure is permitted by applicable law and regulation, or (iii) when so
requested by the Trust. Records and other information which have become known
to the public through no wrongful act of the Custodian or any of its employees,
agents or representatives, and information that was already in the possession
of the Custodian prior to receipt thereof from the Trust or its agent, shall
not be subject to this paragraph.
12.02 Further, the Custodian will adhere to the privacy policies adopted by the
Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified
from time to time. In this regard, the Custodian shall have in place and
maintain physical, electronic and procedural safeguards reasonably designed to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of, records and information relating to the Trust
and its shareholders.
ARTICLE XIII.
EFFECTIVE PERIOD; TERMINATION
13.01 EFFECTIVE PERIOD. This Agreement shall become effective as of the date
first written above.
13.02 TERMINATION. This Agreement may be terminated by either party upon giving
90 days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. Notwithstanding the foregoing, this
Agreement may be terminated by any party upon the breach of the other party of
any material term of this Agreement if such
19
breach is not cured within 15 days of notice of such breach to the breaching
party. In addition, the Trust may, at any time, immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by regulatory authorities or upon the happening of a like event at
the direction of an appropriate regulatory agency or court of competent
jurisdiction.
13.03 APPOINTMENT OF SUCCESSOR CUSTODIAN. If a successor custodian shall have
been appointed by the Board of Trustees, the Custodian shall, upon receipt of a
notice of acceptance by the successor custodian, on such specified date of
termination (i) deliver directly to the successor custodian all Securities
(other than Securities held in a Book-Entry System or Securities Depository)
and cash then owned by the Fund and held by the Custodian as custodian, and
(ii) transfer any Securities held in a Book-Entry System or Securities
Depository to an account of or for the benefit of the Fund at the successor
custodian, provided that the Trust shall have paid to the Custodian all fees,
expenses and other amounts to the payment or reimbursement of which it shall
then be entitled. In addition, the Custodian shall, at the expense of the
Trust, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by the Custodian under this Agreement
in a form reasonably acceptable to the Trust (if such form differs from the
form in which the Custodian has maintained the same, the Trust shall pay any
expenses associated with transferring the data to such form), and will
cooperate in the transfer of such duties and responsibilities, including
provision for assistance from the Custodian's personnel in the establishment of
books, records, and other data by such successor. Upon such delivery and
transfer, the Custodian shall be relieved of all obligations under this
Agreement, except as provided under Section 10.04(b) of this Agreement.
13.04 FAILURE TO APPOINT SUCCESSOR CUSTODIAN. If a successor custodian is not
designated by the Trust on or before the date of termination of this Agreement,
then the Custodian shall have the right to deliver to a bank or trust company
of its own selection, which bank or trust company (i) is a "bank" as defined in
the 1940 Act, and (ii) has aggregate capital, surplus and undivided profits as
shown on its most recent published report of not less than $25 million, all
Securities, cash and other property held by Custodian under this Agreement and
to transfer to an account of or for the Fund at such bank or trust company all
Securities of the Fund held in a Book-Entry System or Securities Depository.
Upon such delivery and transfer, such bank or trust company shall be the
successor custodian under this Agreement and the Custodian shall be relieved of
all obligations under this Agreement, except as provided under Section 10.04(b)
of this Agreement. In addition, under these circumstances, all books, records
and other data of the Trust shall be returned to the Trust.
20
ARTICLE XIV.
CLASS ACTIONS
The Custodian shall use its best efforts to identify and file claims for the
Fund(s) involving any class action litigation that impacts any security the
Fund(s) may have held during the class period. The Trust agrees that the
Custodian may file such claims on its behalf and understands that it may be
waiving and/or releasing certain rights to make claims or otherwise pursue
class action defendants who settle their claims. Further, the Trust
acknowledges that there is no guarantee these claims will result in any payment
or partial payment of potential class action proceeds and that the timing of
such payment, if any, is uncertain.
However, the Trust may instruct the Custodian to distribute class action
notices and other relevant documentation to the Fund(s) or its designee and, if
it so elects, will relieve the Custodian from any and all liability and
responsibility for filing class action claims on behalf of the Fund(s).
In the event the Fund(s) are closed, the Custodian shall only file the class
action claims upon written instructions by an authorized representative of the
closed Fund(s). Any expenses associated with such filing will be assessed
against the proceeds received of any class action settlement.
ARTICLE XV.
MISCELLANEOUS
15.01 COMPLIANCE WITH LAWS. The Trust has and retains primary responsibility
for all compliance matters relating to the Funds, including but not limited to
compliance with the 1940 Act, the Internal Revenue Code of 1986, the
Xxxxxxxx-Xxxxx Act of 2002, the USA Patriot Act of 2001 and the policies and
limitations of the Funds relating to its portfolio investments as set forth in
their Prospectuses and statements of additional information. The Custodian's
services hereunder shall not relieve the Trust of its responsibilities for
assuring such compliance or the Board of Trustee's oversight responsibility
with respect thereto.
15.02 AMENDMENT. This Agreement may not be amended or modified in any manner
except by written agreement executed by the Custodian and the Trust, and
authorized or approved by the Board of Trustees.
15.03 ASSIGNMENT. This Agreement shall extend to and be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the written
consent of the Custodian, or by the Custodian without the written consent of
the Trust accompanied by the authorization or approval of the Board of
Trustees.
15.04 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, without regard to conflicts
of law principles. To the extent
21
that the applicable laws of the State of Minnesota, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control, and nothing herein shall be construed in a manner inconsistent
with the 1940 Act or any rule or order of the SEC thereunder.
15.05 NO AGENCY RELATIONSHIP. Nothing herein contained shall be deemed to
authorize or empower either party to act as agent for the other party to this
Agreement, or to conduct business in the name, or for the account, of the other
party to this Agreement.
15.06 SERVICES NOT EXCLUSIVE. Nothing in this Agreement shall limit or restrict
the Custodian from providing services to other parties that are similar or
identical to some or all of the services provided hereunder.
15.07 INVALIDITY. Any provision of this Agreement which may be determined by
competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the parties.
15.08 NOTICES. Any notice required or permitted to be given by either party to
the other shall be in writing and shall be deemed to have been given on the
date delivered personally or by courier service, or three days after sent by
registered or certified mail, postage prepaid, return receipt requested, or on
the date sent and confirmed received by electronic transmission to the other
party's address set forth below:
Notice to the Custodian shall be sent to:
U.S Bank, N.A.
0000 X. Xxxxxxxxxxx Xx., XX-XX-X000
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
and notice to the Trust shall be sent to:
The Advisors' Inner Circle Fund
SEI Investments
0 Xxxxxxx Xxxxxx Xxxx
Xxxx, XX 00000
15.09 MULTIPLE ORIGINALS. This Agreement may be executed on two or more
counterparts, each of which when so executed shall be deemed an original, but
such counterparts shall together constitute but one and the same instrument.
15.10 NO WAIVER. No failure by either party hereto to exercise, and no delay by
such party in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by either party
22
hereto of any right hereunder shall not preclude the exercise of any other
right, and the remedies provided herein are cumulative and not exclusive of any
remedies provided at law or in equity.
15.11 REFERENCES TO CUSTODIAN. The Trust shall not circulate any printed matter
which contains any reference to Custodian without the prior written approval of
Custodian, excepting printed matter contained in the Prospectus or statement of
additional information for the Fund and such other printed matter as merely
identifies Custodian as custodian for the Fund. The Trust shall submit printed
matter requiring approval to Custodian in draft form, allowing sufficient time
for review by Custodian and its counsel prior to any deadline for printing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by a duly authorized officer on one or more counterparts as of the
date first above written.
THE ADVISORS' INNER CIRCLE FUND U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. XxXxx
Name: Xxxxxx Xxxxxxxx Name: Xxxxxxx X. XxXxx
Title: Vice President & Secretary Title: Senior Vice President
23
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Trust to administer the Fund Custody Accounts.
NAME TELEPHONE/FAX NUMBER SIGNATURE
____________________
____________________
____________________
____________________
____________________
24
EXHIBIT B OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE FUND
--EDGEWOOD GROWTH FUND
--------------------------------------------------------------------------------
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE AT FEBRUARY, 2013
--------------------------------------------------------------------------------
ANNUAL FEE BASED UPON MARKET VALUE OF THE FUND*
o 0.40 basis points on average daily market value
o Monthly Minimum fee of $400 per Fund
* Overdrafts -- charged to the account at Prime Interest rate plus 2%.
* $150.00 Annual fee per segregated or collateral account.
* Average daily market value is based on custodian records.
OUT-OF-POCKET EXPENSES
Including but not limited to expenses incurred in the safekeeping, delivery and
receipt of securities, shipping, transfer fees, deposit withdrawals at
custodian (DWAC) fees, and extraordinary expenses based upon complexity. Fees
for Global assets will be stated separately
* Fees are billed monthly.
25
EXHIBIT B (CONTINUED) OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE
FUND --EDGEWOOD GROWTH FUND
--------------------------------------------------------------------------------
GLOBAL SUB-CUSTODIAL SERVICES ANNUAL FEE SCHEDULE AT FEBRUARY, 2013
--------------------------------------------------------------------------------
SAFE-
KEEPING TRANSACTION
COUNTRY INSTRUMENT SAFEKEEPING (BPS) TRANSACTION FEE COUNTRY INSTRUMENT (BPS) FEE
Argentina All 12.00 $32 Lithuania All 16.00 $40
Australia All 1.00 $15 Luxembourg All 3.20 $20
Austria All 1.70 $17 Malaysia All 2.90 $39
Bahrain All 40.00 $112 Malta All 17.60 $60
Bangladesh All 32.00 $120 Mauritius All 24.00 $80
Belgium All 1.20 $22 Mexico All 1.50 $10
Bermuda All 12.00 $48 Morocco All 28.00 $80
Botswana All 20.00 $40 Namibia All 24.00 $40
Brazil All 7.20 $17 Netherlands All 1.50 $12
Bulgaria ALL 32.00 $64 New Zealand ALL 2.00 $26
Canada All 0.75 $4 Nigeria All 24.00 $40
Cayman Islands* All 0.80 $8 Norway All 1.50 $22
Channel Islands* All 1.20 $20 Oman All 40.00 $112
Chile All 16.00 $48 Pakistan All 24.00 $80
China"A" Shares All 9.60 $42 Palestinian
Autonomous Area* All 36.00 112
China"B' Shares All 9.60 $42 Peru All 35.00 $85
Columbia All 32.00 $80 Philippines All 3.90 $36
Costa Rica All 12.00 $48 Poland All 12.00 $24
Croatia All 28.00 $52 Portugal All 4.80 $39
Cyprus* All 12.00 $45 Qatar All 36.00 $112
Czech Republic All 9.60 $24 Romania All 28.00 $80
Denmark All 1.50 $24 Russia Equities 30.00 $165
Ecuador All 28.00 $52 Russia MINFINs 12.00 $40
Egypt All 25.60 $64 Serbia* All 50.00 $140
ESTONIA ALL 5.60 $20 Singapore All 1.50 $20
Euromarkets** All 1.00 $4 Slovak Republic All 20.00 $88
Finland All 2.40 $22 Slovenia All 20.00 $88
France All 1.00 $15 South Africa All 1.50 $8
Germany All 1.00 $15 South Korea All 4.80 $10
GHANA ALL 20.00 $40 Spain All 1.00 $15
Greece All 7.20 $33 Sri Lanka All 12.00 $48
Hong Kong All 1.50 $20 Swaziland All 24.00 $40
Hungary All 20.00 $60 Sweden All 1.00 $22
Iceland All 12.00 $45 Switzerland All 1.00 $24
India All 8.00 $84 Taiwan All 12.00 $64
Indonesia All 5.80 $68 Thailand All 2.90 $22
Ireland All 1.50 $15 Trinidad & Tobago* All 24.00 $52
ISRAEL ALL 9.60 $29 Tunisia All 32.00 $36
Italy All 1.50 $24 Turkey All 9.60 $10
Jamaica* All 28.00 $40 UAE ALL 36.00 $104
Japan All 0.75 $6 United Kingdom All 0.75 $3
Jordan All 32.00 $100 Ukraine All 19.20 $29
Kazakhstan All 48.00 $120 Uruguay All 40.00 $52
Kenya All 24.00 $40 Venezuela All 32.00 $100
Latvia Equities 12.00 $60 VIETNAM* ALL 32.00 $104
Latvia Bonds 20.00 $72 Zambia All 24.00 $40
Lebanon All 20.00 $72
* "Additional customer documentation and indemnification will be required
prior to establishing accounts in these markets.
** Tiered by market volue: <$5 bp.> $5 billionand< $10billion: .75bps:>
$10billion: .50bps.
26
EXHIBIT B (CONTINUED) OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE
FUND --EDGEWOOD GROWTH FUND
o MONTHLY BASE FEE - A monthly base charge per account (fund) will apply
based on the number of foreign securities* held as noted below.
$200 per month for 0-10 holdings;
$600 per month for 11-20 holdings;
$1,500 per month for over 20 holdings
* Note: Trading in the following markets are not allowed at the monthly base
fee: Bangladesh, Brazil, Chile, Columbia, Croatia, Czech Republic, Ecuador,
Egypt, Estonia, India, Indonesia, Lebanon, Malaysia, Pakistan, Palestinian
Autonomous Area, Peru, Poland, Portugal, Qatar, Slovenia, Sri Lanka, Taiwan,
Tunisia, Turkey, Ukraine, Zambia, China-Shanghai, China-Shenzhen, Serbia,
Jordan, Kazakhstan, Oman, South Korea, United Arab Emirates, and Venezuela.
OR
ANNUAL BASE FEE - $18,000 per account (fund) will apply.
* Euroclear -- Eurobonds only. Eurobonds are held in Euroclear at a standard
rate, but other types of securities (including but not limited to equities,
domestic market debt and mutual funds) will be subject to a surcharge. In
addition, certain transactions that are delivered within Euroclear or from
a Euroclear account to a third party depository or settlement system, will
be subject to a surcharge.
* For all other markets specified above, surcharges may apply if a security
is held outside of the local market.
CASH TRANSACTIONS:
* 3(rd) Party Foreign Exchange -- a Foreign Exchange transaction undertaken
through a 3(rd) party will be charged $50.
OUT OF POCKET EXPENSES
* Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other
local duties and assessments, stock exchange fees, postage and insurance
for shipping, facsimile reporting, extraordinary telecommunications fees,
proxy services and other shareholder communications or other expenses which
are unique to a country in which the client or its clients is investing
will be passed along as incurred.
* A surcharge may be added to certain out-of-pocket expenses listed herein
to cover handling, servicing and other administrative costs associated with
the activities giving rise to such expenses. Also, certain expenses are
charged at a predetermined flat rate.
* SWIFT reporting and message fees
27
EXHIBIT C OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE FUND --
FMC SELECT VALUE AND STRATEGIC VALUE FUNDS
--------------------------------------------------------------------------------
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE AT FEBRUARY, 2013
--------------------------------------------------------------------------------
ANNUAL FEE BASED UPON MARKET VALUE PER FUND*
0.37 basis points on average daily market value
Monthly Minimum fee of $400 per Fund
Plus portfolio transaction fees
PORTFOLIO TRANSACTION FEES
$4.00 per DTC/ Federal Reserve transaction/principal paydown
$25.00 per Physical Security transaction
$8.00 per option/future contract written, exercised or expired
$4.00 per paydown on mortgage backed securities
$5.50 per repurchase agreement transaction, Time Deposit, CD or other
non-depository transaction
$6.50 per Fed Wire/margin variation Fed Wire
$15.00 per mutual fund trade (excluding trades settling at DTC)
* Overdrafts -- charged to the account at Prime Interest rate plus 2%.
* $150.00 Annual fee per segregated or collateral account.
* Average daily market value is based on custodian records.
OUT-OF-POCKET EXPENSES
Including but not limited to expenses incurred in the safekeeping, delivery and
receipt of securities, shipping, transfer fees, deposit withdrawals at
custodian (DWAC) fees, and extraordinary expenses based upon complexity.
* Fees are billed monthly.
28
EXHIBIT C (CONTINUED) OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE
FUND --FMC SELECT VALUE AND STRATEGIC VALUE FUNDS
--------------------------------------------------------------------------------
GLOBAL SUB-CUSTODIAL SERVICES ANNUAL FEE SCHEDULE AT FEBRUARY, 2013
--------------------------------------------------------------------------------
SAFEKEEPING TRANSACTION SAFEKEEPING TRANSACTION
COUNTRY INSTRUMENT (BPS) FEE COUNTRY INSTRUMENT (BPS) FEE
Argentina All 12.00 $32 Lithuania All 16.00 $40
Australia All 1.00 $15 Luxembourg All 3.20 $20
Austria All 1.70 $17 Malaysia All 2.90 $39
Bahrain All 40.00 $112 Malta All 17.60 $60
Bangladesh All 32.00 $120 Mauritius All 24.00 $80
Belgium All 1.20 $22 Mexico All 1.50 $10
Bermuda All 12.00 $48 Morocco All 28.00 $80
Botswana All 20.00 $40 Namibia All 24.00 $40
Brazil All 7.20 $17 Netherlands All 1.50 $12
Bulgaria ALL 32.00 $64 New Zealand ALL 2.00 $26
Canada All 0.75 $4 Nigeria All 24.00 $40
Cayman Islands* All 0.80 $8 Norway All 1.50 $22
Channel Islands* All 1.20 $20 Oman All 40.00 $112
Chile All 16.00 $48 Pakistan All 24.00 $80
China"A" Shares All 9.60 $42 Palestinian
Autonomous Area* All 36.00 112
China"B' Shares All 9.60 $42 Peru All 35.00 $85
Columbia All 32.00 $80 Philippines All 3.90 $36
Costa Rica All 12.00 $48 Poland All 12.00 $24
Croatia All 28.00 $52 Portugal All 4.80 $39
Cyprus* All 12.00 $45 Qatar All 36.00 $112
Czech Republic All 9.60 $24 Romania All 28.00 $80
Denmark All 1.50 $24 Russia Equities 30.00 $165
Ecuador All 28.00 $52 Russia MINFINs 12.00 $40
Egypt All 25.60 $64 Serbia* All 50.00 140
ESTONIA ALL 5.60 $20 Singapore All 1.50 $20
Euromarkets** All 1.00 $4 Slovak Republic All 20.00 $88
Finland All 2.40 $22 Slovenia All 20.00 $88
France All 1.00 $15 South Africa All 1.50 $8
Germany All 1.00 $15 South Korea All 4.80 $10
GHANA ALL 20.00 $40 Spain All 1.00 $15
Greece All 7.20 $33 Sri Lanka All 12.00 $48
Hong Kong All 1.50 $20 Swaziland All 24.00 $40
Hungary All 20.00 $60 Sweden All 1.00 $22
Iceland All 12.00 $45 Switzerland All 1.00 $24
India All 8.00 $84 Taiwan All 12.00 $64
Indonesia All 5.80 $68 Thailand All 2.90 $22
Ireland All 1.50 $15 Trinidad & Tobago* All 24.00 $52
ISRAEL ALL 9.60 $29 Tunisia All 32.00 $36
Italy All 1.50 $24 Turkey All 9.60 $10
Jamaica* All 28.00 $40 UAE ALL 36.00 $104
Japan All 0.75 $6 United Kingdom All 0.75 $3
Jordan All 32.00 $100 Ukraine All 19.20 $29
Kazakhstan All 48.00 $120 Uruguay All 40.00 $52
Kenya All 24.00 $40 Venezuela All 32.00 $100
Latvia Equities 12.00 $60 VIETNAM* ALL 32.00 $104
Latvia Bonds 20.00 $72 Zambia All 24.00 $40
Lebanon All 20.00 $72
* "Additional customer documentation and indemnification will be required
prior to establishing accounts in these markets.
** Tiered by market volue: <$5 bp.> $5 billionand< $10billion: .75bps:>
$10billion: .50bps.
29
EXHIBIT C (CONTINUED) OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE
FUND --FMC SELECT VALUE AND STRATEGIC VALUE FUNDS
o MONTHLY BASE FEE - A monthly base charge per account (fund) will apply
based on the number of foreign securities* held as noted below.
$200 per month for 0-10 holdings;
$600 per month for 11-20 holdings;
$1,500 per month for over 20 holdings
* Note: Trading in the following markets are not allowed at the monthly base
fee: Bangladesh, Brazil, Chile, Columbia, Croatia, Czech Republic, Ecuador,
Egypt, Estonia, India, Indonesia, Lebanon, Malaysia, Pakistan, Palestinian
Autonomous Area, Peru, Poland, Portugal, Qatar, Slovenia, Sri Lanka, Taiwan,
Tunisia, Turkey, Ukraine, Zambia, China-Shanghai, China-Shenzhen, Serbia,
Jordan, Kazakhstan, Oman, South Korea, United Arab Emirates, and Venezuela.
OR
ANNUAL BASE FEE - $18,000 per account (fund) will apply.
* Euroclear -- Eurobonds only. Eurobonds are held in Euroclear at a standard
rate, but other types of securities (including but not limited to equities,
domestic market debt and mutual funds) will be subject to a surcharge. In
addition, certain transactions that are delivered within Euroclear or from a
Euroclear account to a third party depository or settlement system, will be
subject to a surcharge.
* For all other markets specified above, surcharges may apply if a security is
held outside of the local market.
CASH TRANSACTIONS:
* 3(rd) Party Foreign Exchange -- a Foreign Exchange transaction undertaken
through a 3(rd) party will be charged $50.
OUT OF POCKET EXPENSES
* Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other
local duties and assessments, stock exchange fees, postage and insurance for
shipping, facsimile reporting, extraordinary telecommunications fees, proxy
services and other shareholder communications or other expenses which are
unique to a country in which the client or its clients is investing will be
passed along as incurred.
* A surcharge may be added to certain out-of-pocket expenses listed herein to
cover handling, servicing and other administrative costs associated with the
activities giving rise to such expenses. Also, certain expenses are charged at
a predetermined flat rate.
* SWIFT reporting and message fees
30
EXHIBIT D OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE FUND --
HAVERFORD GROWTH STOCK FUND
--------------------------------------------------------------------------------
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE AT FEBRUARY, 2013
--------------------------------------------------------------------------------
ANNUAL FEE BASED UPON MARKET VALUE PER FUND
..40 basis point on average daily market value based upon custodian records
PORTFOLIO TRANSACTION FEES
$4.00 per book entry DTC transaction
$10.00 Federal Reserve transaction
$4.00 principal paydown
$15.00 per option contract written, exercised, or expired
$8.00 per future contract transaction
$15.00 per mutual fund transaction
$5.50 per incoming wire transfer
$7.50 per outgoing wire transfer
$30.00 per physical security transaction
$6.50 per repurchase agreement transaction
$5.50 per dividend Reinvestment
* A transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
* Overdrafts -- charged to the account at Monthly Average Fed Funds interest
rate plus 2%.
OUT-OF-POCKET EXPENSES
Including but not limited to expenses incurred in the safekeeping, delivery and
receipt of securities, shipping, transfer fees, deposit withdrawals at
custodian (DWAC) fees, and extraordinary expenses based upon complexity.
*Fees are billed monthly.
31
EXHIBIT E OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE FUND --AIG
MONEY MARKET FUND
--------------------------------------------------------------------------------
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE AT FEBRUARY, 2013
--------------------------------------------------------------------------------
ANNUAL FEE BASED UPON MARKET VALUE PER FUND
..40 basis point on average daily market value based upon custodian records.
PORTFOLIO TRANSACTION FEES
$4.00 per book entry DTC transaction
$4.00 per non-depository time deposit or CD
$10.00 Federal Reserve transaction
$4.00 principal paydown
$15.00 per option contract written, exercised, or expired
$8.00 per future contract transaction
$15.00 per mutual fund transaction
$5.50 per incoming wire transfer
$7.50 per outgoing wire transfer
$30.00 per physical security transaction
$6.50 per repurchase agreement transaction
$5.50 per dividend Reinvestment
* A transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
* Overdrafts -- charged to the account at Monthly Average Fed Funds interest
rate plus 2%.
OUT-OF-POCKET EXPENSES
Including but not limited to expenses incurred in the safekeeping, delivery and
receipt of securities, shipping, transfer fees, deposit withdrawals at
custodian (DWAC) fees, and extraordinary expenses based upon complexity.
* Fees are billed monthly.
32
EXHIBIT F OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE FUND --LSV
FUNDS
--------------------------------------------------------------------------------
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE AT FEBRUARY, 2013
--------------------------------------------------------------------------------
ANNUAL FEE BASED UPON MARKET VALUE PER FUND
..40 basis point on average daily market value based upon custodian records.
PORTFOLIO TRANSACTION FEES
$4.00 per book entry DTC transaction
$10.00 Federal Reserve transaction
$4.00 principal paydown
$15.00 per option contract written, exercised, or expired
$8.00 per future contract transaction
$15.00 per mutual fund transaction
$5.50 per incoming wire transfer
$7.50 per outgoing wire transfer
$30.00 per physical
security transaction
$6.50 per repurchase agreement transaction
$5.50 per dividend Reinvestment
* A transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
* Overdrafts -- charged to the account at Monthly Average Fed Funds interest
rate plus 2%.
OUT-OF-POCKET EXPENSES
Including but not limited to expenses incurred in the safekeeping, delivery and
receipt of securities, shipping, transfer fees, deposit withdrawals at
custodian (DWAC) fees, and extraordinary expenses based upon complexity.
*Fees are billed monthly.
33
EXHIBIT G OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE FUND
--WESTWOOD FUNDS
--------------------------------------------------------------------------------
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE AT FEBRUARY, 2013
--------------------------------------------------------------------------------
ANNUAL FEE BASED UPON MARKET VALUE PER FUND
..40 basis point on average daily market value based upon custodian records.
PORTFOLIO TRANSACTION FEES
$4.00 per book entry DTC transaction
$10.00 Federal Reserve transaction
$4.00 principal paydown
$15.00 per option contract written, exercised, or expired
$8.00 per future contract transaction
$15.00 per mutual fund transaction
$5.50 per incoming wire transfer
$7.50 per outgoing wire transfer
$30.00 per physical security transaction
$6.50 per repurchase agreement transaction
$5.50 per dividend Reinvestment
* A transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
* Overdrafts -- charged to the account at Monthly Average Fed Funds interest
rate plus 2%.
OUT-OF-POCKET EXPENSES
Including but not limited to expenses incurred in the safekeeping, delivery and
receipt of securities, shipping, transfer fees, deposit withdrawals at
custodian (DWAC) fees, and extraordinary expenses based upon complexity.
*Fees are billed monthly.
34
EXHIBIT G (CONTINUED) OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE
FUND --WESTWOOD FUNDS
GLOBAL SUB-CUSTODIAL SERVICES
WESTWOOD EMERGING MARKET, GLOBAL DIVIDEND, AND GLOBAL EQUITY FUNDS ANNUAL FEE
SCHEDULE AT FEBRUARY, 2013
COUNTRY INSTRUMENT SAFEKEEPING TRANSACTION COUNTRY INSTRUMENT SAFEKEEPING TRANSACTION
(BPS) FEE (BPS) FEE
Argentina All 12.00 $32 Lithuania All 16.00 $40
Australia All 1.00 $15 Luxembourg All 3.20 $20
Austria All 1.70 $17 Malaysia All 2.90 $39
Bahrain All 40.00 $112 Mali* All 32.00 $124
Bangladesh All 32.00 $120 Malta All 17.60 $60
Belgium All 1.20 $22 Mauritius All 24.00 $80
Benin* All 32.00 $124 Mexico All 1.50 $10
Bermuda All 12.00 $48 Morocco All 28.00 $80
Botswana All 20.00 $40 Namibia All 24.00 $40
Brazil All 7.20 $17 Netherlands All 1.50 $12
Bulgaria All 32.00 $64 New Zealand All 2.00 $26
Burkina Faso* All 32.00 $124 Niger* All 32.00 $124
Canada All 0.75 $4 Nigeria All 24.00 $40
Cayman Islands* All 0.80 $8 Norway All 1.50 $22
Channel Islands* All 1.20 $20 Oman All 40.00 $112
Chile All 16.00 $48 Pakistan All 24.00 $80
China"A" Shares All 9.60 $42 Palestinian All 36.00 112
Autonomous
Area*
China"B" Shares All 9.60 $42 Peru All 35.00 $85
Columbia All 32.00 $80 Philippines All 3.90 $36
Costa Rica All 12.00 $48 Poland All 12.00 $24
Croatia All 28.00 $52 Portugal All 4.80 $39
Cyprus* All 12.00 $45 Qatar All 36.00 $112
Czech Republic All 9.60 $24 Romania All 28.00 $80
Denmark All 1.50 $24 Russia Equities 30.00 $165
Ecuador All 28.00 $52 Russia MINFINs 12.00 $40
Egypt All 25.60 $64 Senegal* All 32.00 $124
Estonia All 5.60 $20 Serbia* All 50.00 140
Euromarkets(3) All 1.00 $4 Singapore All 1.50 $20
Finland All 2.40 $22 Slovak Republic All 20.00 $88
France All 1.00 $15 Slovenia All 20.00 $88
Germany All 1.00 $15 South Africa All 1.50 $8
Ghana All 20.00 $40 South Korea All 4.80 $10
Greece All 7.20 $33 Spain All 1.00 $15
Guinea Bissau* All 40.00 $124 Sri Lanka All 12.00 $48
Hong Kong All 1.50 $20 Swaziland All 24.00 $40
Hungary All 20.00 $60 Sweden All 1.00 $22
Iceland All 12.00 $45 Switzerland All 1.00 $24
India All 8.00 $84 Taiwan All 12.00 $64
Indonesia All 5.80 $68 Thailand All 2.90 $22
Ireland All 1.50 $15 Togo* All 32.00 $124
Israel All 9.60 $29 Trinidad & All 24.00 $52
Tobago*
Italy All 1.50 $24 Tunisia All 32.00 $36
Ivory Coast All 32.00 $124 Turkey All 9.60 $10
Jamaica* All 28.00 $40 UAE All 36.00 $104
Japan All 0.75 $6 United Kingdom All 0.75 $3
Jordan All 32.00 $100 Ukraine All 19.20 $29
Kazakhstan All 48.00 $120 Uruguay All 40.00 $52
Kenya All 24.00 $40 Venezuela All 32.00 $100
Latvia Equities 12.00 $60 Vietnam* All 32.00 $104
Latvia Bonds 20.00 $72 Zambia All 24.00 $40
Lebanon All 20.00 $72
* ADDITIONAL CUSTOMER DOCUMENTATION AND INDEMNIFICATION WILL BE REQUIRED PRIOR
TO ESTABLISHING ACCOUNTS IN THESE MARKETS.
** TIERED BY MARKET VALUE:<$5 BILLION: 1BP, >$5 BILLION AND <$10 BILLION: .75
BPS; >$10 BILLION: .50 BPS.
35
EXHIBIT G (CONTINUED) OF THE CUSTODY AGREEMENT -- THE ADVISORS' INNER CIRCLE
FUND --WESTWOOD FUNDS
ANNUAL BASE FEE - $9,000 per account (fund), paid monthly, based on the global
market value of each fund up to $100,000,000.00 will apply. The base fee will
increase to $18,000.00 per account (fund) paid monthly when the global market
value of the fund exceeds $100,000,000.00 per fund.
* Euroclear -- Eurobonds only. Eurobonds are held in Euroclear at a standard
rate, but other types of securities (including but not limited to equities,
domestic market debt and mutual funds) will be subject to a surcharge. In
addition, certain transactions that are delivered within Euroclear or from
a Euroclear account to a third party depository or settlement system, will
be subject to a surcharge.
* For all other markets specified above, surcharges may apply if a security
is held outside of the local market.
CASH TRANSACTIONS:
* 3(rd) Party Foreign Exchange -- a Foreign Exchange transaction undertaken
through a 3(rd) party will be charged $50.
TAX RECLAMATION SERVICES: Tax reclaims that have been outstanding for more than
6 (six) months with the client will be charged $50 per claim.
OUT OF POCKET EXPENSES
* Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other
local duties and assessments, stock exchange fees, postage and insurance
for shipping, facsimile reporting, extraordinary telecommunications fees,
proxy services and other shareholder communications or other expenses which
are unique to a country in which the client or its clients is investing
will be passed along as incurred.
* A surcharge may be added to certain out-of-pocket expenses listed herein
to cover handling, servicing and other administrative costs associated with
the activities giving rise to such expenses. Also, certain expenses are
charged at a predetermined flat rate.
* SWIFT reporting and message fees.
36
EXHIBIT H
SHAREHOLDER COMMUNICATIONS ACT AUTHORIZATION
THE ADVISORS' INNER CIRCLE FUND
The Shareholder Communications Act of 1985 requires banks and trust companies
to make an effort to permit direct communication between a company which issues
securities and the shareholder who votes those securities.
Unless you specifically require us to NOT release your name and address to
requesting companies, we are required by law to disclose your name and
address.
Your "yes" or "no" to disclosure will apply to all securities U.S. Bank holds
for you now and in the future, unless you change your mind and notify us in
writing.
YES U.S. Bank is authorized to provide the
Trust's name, address and security position
to requesting companies whose stock is
owned by the Trust.
___X___ NO U.S. Bank is NOT authorized to provide the
Trust's name, address and security position
to requesting companies whose stock is
owned by the Trust.
THE ADVISORS' INNER CIRCLE FUND
By: /s/ Xxxxxx Xxxxxxxx
Title: Vice President & Secretary
Date: 2/14/13
37
