CUSTODY AGREEMENT
This AGREEMENT, dated as of JUNE 1 2000, by and between the Brazos
Insurance Funds (the "Trust"), a Delaware business trust and FIRSTAR BANK, N.A.,
a national banking association (the "Custodian").
W I T N E S S E T H:
WHEREAS, the Trust desires that the Trust's Securities and cash be held
and administered by the Custodian pursuant to this Agreement; and
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(1) of the 1940 Act;
WHEREAS, the Trust desires that the securities and cash of the Small
Cap Growth Portfolio (the "Fund") and each additional series of the Trust listed
on Exhibit D attached hereto (collectively, the "Funds") as may be amended from
time to time, shall be hereafter held and administered by Custodian pursuant to
the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1.1 "AUTHORIZED PERSON" means any Officer or other person duly
authorized by resolution of the Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Fund
and named in Exhibit A hereto or in such resolutions of the
Board of Trustees, certified by an Officer, as may be received
by the Custodian from time to time.
1.2 "BOARD OF TRUSTEES" shall mean the Trustees from time to time
serving under the Trust's Agreement and Declaration of Trust,
as from time to time amended.
1.3 "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.
1.4 "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
Fund.
1.5 "FUND CUSTODY ACCOUNT" shall mean any of the accounts in the
name of the Trust, which is provided for in Section 3.2 below.
1.6 "NASD" shall mean The National Association of Securities
Dealers, Inc.
1.7 "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.
1.8 "ORAL INSTRUCTIONS" shall mean instructions orally transmitted
to and accepted by the Custodian because such instructions
are: (i) reasonably believed by the Custodian to have been
given by an Authorized Person, (ii) recorded and kept among
the records of the Custodian made in the ordinary course of
business and (iii) orally confirmed by the Custodian. The
Trust shall cause all Oral Instructions to be confirmed by
Written Instructions prior to the end of the next Business
Day. If such Written Instructions confirming Oral Instructions
are not received by the Custodian prior to a transaction, it
shall in no way affect the validity of the transaction or the
authorization thereof by the Trust. If Oral Instructions vary
from the Written Instructions which purport to confirm them,
the Custodian shall notify the Trust of such variance but such
Oral Instructions will govern unless the Custodian has not yet
acted.
1.9 "PROPER INSTRUCTIONS" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written
Instructions when deemed appropriate by both parties.
1.10 "SECURITIES DEPOSITORY" shall mean The Depository Trust
Company and (provided that Custodian shall have received a
copy of a resolution of the Board of Trustees, certified by an
Officer, specifically approving the use of such clearing
agency as a depository for the Fund) any other clearing agency
registered with the Securities and Exchange Commission under
Section 17A of the Securities and 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.
1.11 "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
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that the Custodian has the facilities to clear and to service.
1.12 "SHARES" shall mean, with respect to a Fund, the units of
beneficial interest issued by the Trust on account of the
Fund.
1.13 "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, (ii) any "Eligible Foreign Custodian," as that term
is defined in Rule 17f-5 under the 1940 Act, 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
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 Funds' assets 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 Funds' assets
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 Fund. Such contract may contain, in lieu of any
or all of the provisions specified 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, in
their entirety.
1.14 "WRITTEN INSTRUCTIONS" shall mean (i) written communications
actually received by the Custodian and signed by an Authorized
Person, or (ii) communications by telex or any other such
system from one or more persons reasonably believed by the
Custodian to be Authorized Persons, or (iii) communications
between electro-mechanical or electronic devices provided that
the use of such devices and the procedures for the use thereof
shall have been approved by resolutions of the Board of
Trustees, a copy of which, certified by an Officer, shall have
been delivered to the Custodian.
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 APPOINTMENT. The Trust hereby constitutes and appoints the
Custodian as custodian of all Securities and cash owned by or
in the possession of the Fund at
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any time during the period of this Agreement.
2.2 ACCEPTANCE. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
2.3 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 Declaration of Trust certified by the
Secretary; b. A copy of the Bylaws of the Trust 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 then current Prospectus of the
Fund; and e. A certification of the Chairman and Secretary of
the Trust setting forth the names and signatures of the
current Officers of the Trust and other Authorized Persons.
2.4 NOTICE OF APPOINTMENT OF DIVIDEND AND TRANSFER AGENT. The
Trust agrees to notify the Custodian in writing of the
appointment, termination or change in appointment of any
Dividend and Transfer Agent of the Fund.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 SEGREGATION. All Securities and non-cash property held by the
Custodian for the account of the Fund (other than Securities
maintained in a 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
Funds) and shall be identified as subject to this Agreement.
3.2 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.
3.3 APPOINTMENT OF AGENTS. (a) In its discretion, the Custodian
may appoint one or more Sub-Custodians to act as Securities
Depositories or as sub-custodians 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 Fund shall be at the Custodian's
expense and shall not relieve the Custodian of any of its
obligations or liabilities under this Agreement.
(b) If, after the initial approval of Sub-Custodians by
the Board of Trustees in
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connection with this Agreement, the Custodian wishes
to appoint other Sub-Custodians to hold property of
the Fund, it will so notify the Trust and provide it
with information reasonably necessary to determine
any such new Sub-Custodian's eligibility under Rule
17f-5 under the 1940 Act, including a copy of the
proposed agreement with such Sub-Custodian. The Trust
shall at the meeting of the Board of Trustees next
following receipt of such notice and information give
a written approval or disapproval of the proposed
action.
(c) The Agreement between the Custodian and each
Sub-Custodian acting hereunder shall contain the
required provisions set forth in Rule
17f-5(a)(1)(iii).
(d) At the end of each calendar quarter, the Custodian
shall provide written reports notifying the Board of
Trustees of the placement of the Securities and cash
of the Funds with a particular Sub-Custodian and of
any material changes in the Funds' arrangements. The
Custodian shall promptly take such steps as may be
required to withdraw assets of the Funds from any
Sub-Custodian that has ceased to meet the
requirements of Rule 17f-5 under the 1940 Act.
(e) 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 a Fund's
assets will be subject to reasonable care, based on
the standards applicable to custodians in the
relevant market, if maintained with each
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), the method of keeping
custodial records, and the 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 Fund 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.
(f) The Custodian shall establish a system to monitor the
appropriateness of maintaining the Fund's assets with
a particular Sub-Custodian and the contract governing
the Funds' arrangements with such Sub-Custodian.
3.4 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 assets, including (a) all payments
of income, payments of principal and capital distributions
received by the Fund with respect to such Securities, cash or
other assets owned by the Fund at any time during the period
of this Agreement, and (b) all cash received by the Fund for
the issuance, at any time during such period, of Shares. The
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Custodian shall not be responsible for such Securities, cash
or other assets until actually received by it.
3.5 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. The Custodian
may deposit and/or maintain Securities of the Fund in a
Securities Depository or in a Book-Entry System, subject to
the following provisions:
(a) Prior to a deposit of Securities of the Funds in any
Securities Depository or Book-Entry System, the Trust
shall deliver to the Custodian a resolution of the
Board of Trustees, certified by an Officer,
authorizing and instructing the Custodian on an
on-going basis to deposit in such Securities
Depository or Book-Entry System all Securities
eligible for deposit therein and to 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.
(c) The records of the Custodian with respect to
Securities of the Fund maintained in a Book-Entry
System or Securities Depository shall, by book-entry,
identify such Securities as belonging to such 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
such Fund. If Securities sold by a 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 such 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 Fund are kept) on the internal
accounting controls and procedures for safeguarding
Securities deposited in such Book-Entry System or
Securities Depository.
(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the
Trust for any loss or damage to the Fund resulting
(i) from the use
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of a Book-Entry System or Securities Depository by
reason of any negligence or willful misconduct on the
part of Custodian or any Sub-Custodian appointed
pursuant to Section 3.3 above or any of its or their
employees, or (ii) from failure of Custodian or any
such 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 Fund arising from the use of
such Book-Entry System or Securities Depository, if
and to the extent that the Fund has not been made
whole for any such loss or damage.
3.6 DISBURSEMENT OF MONEYS FROM FUND CUSTODY ACCOUNT. Upon receipt
of Proper Instructions, the Custodian shall disburse moneys
from the Fund Custody Account but only in the following cases:
(a) For the purchase of Securities for the Fund but only
in accordance with Section 4.1 of this Agreement and
only (i) in the case of Securities (other than
options on Securities, futures contracts and options
on futures contracts), against the delivery to the
Custodian (or any Sub-Custodian appointed pursuant to
Section 3.3 above) of such Securities registered as
provided in Section 3.9 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 3.5 above; (ii) in the case of
options on Securities, against delivery to the
Custodian (or such 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 such Sub-Custodian) of
evidence of title thereto in favor of the Fund or any
nominee referred to in Section 3.9 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 3.7(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 5.1 below;
(e) For the payment of any expense or liability incurred
by the Fund,
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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 the NASD, 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 provision 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,
in addition to Proper Instructions, of a copy of a
resolution of the Board of Trustees, certified by an
Officer, 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.
3.7 DELIVERY OF SECURITIES FROM FUND CUSTODY ACCOUNT. Upon receipt
of Proper Instructions, the Custodian shall 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 3.5 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,
8
the Custodian or any Sub-Custodian appointed pursuant
to Section 3.3 above, or of 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 Securities, for examination in
accordance with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan or
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;
(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 the NASD, 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
9
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; or
(n) For any other proper corporate purpose, but only upon
receipt, in addition to Proper Instructions, of a
copy of a resolution of the Board of Trustees,
certified by an Officer, 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.
3.8 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise
instructed by the Trust, the Custodian shall with respect to
all Securities held for the Fund:
(a) Subject to Section 7.4 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 7.4
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 Internal Revenue
Service ("IRS") and to 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
(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 assets of the Fund.
3.9 REGISTRATION AND TRANSFER OF SECURITIES. All Securities held
for a Fund that are issued or issuable only in bearer form
shall be held by the Custodian in that form,
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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 such Fund,
the Custodian, or any Sub-Custodian appointed pursuant to
Section 3.3 above, or in the name of any nominee of any of
them, or in the name of a Book-Entry System, Securities
Depository or any nominee of either thereof. 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 hereinabove
referred to or in the name of a Book-Entry System or
Securities Depository, any Securities registered in the name
of a Fund.
3.10 RECORDS.
(a) The Custodian shall maintain, by Fund, complete and
accurate records with respect to Securities, cash or
other property held for the 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; and (iii) canceled checks
and bank records related thereto. 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 rules
and regulations of the Securities and Exchange
Commission, (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
Securities and Exchange Commission, and (iii) if
required to be maintained by Rule 31a-1 under the
1940 Act, be preserved for the periods prescribed in
Rule 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 and from time to
time, the Custodian shall furnish the Trust with a detailed
statement of the Securities and moneys held by the Custodian
and the Sub-Custodians for the Fund under this Agreement.
3.12 OTHER REPORTS BY CUSTODIAN. The Custodian shall provide the
Trust with such reports, as the Trust may reasonably request
from time to time, on the internal
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accounting controls and procedures for safeguarding
Securities, which are employed by the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above.
3.13 PROXIES AND OTHER MATERIALS. The Custodian shall cause all
proxies relating to Securities which are not registered in the
name of the 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.
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 Fund with
respect to optional tender or exchange offers, calls for
redemption or purchase, or expiration of rights as described
in the Standards of Service Guide attached as Exhibit B. 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 five 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 five Business Days prior to the
beginning date of the tender period.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.1 PURCHASE OF SECURITIES. Promptly upon each purchase of
Securities for the Fund, Written Instructions shall be
delivered to the Custodian, specifying (a) the name of the
issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal
amount (and accrued interest, if any) or other units
purchased, (c) the date of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon
such purchase, and (f) the name of the person to whom such
amount is payable. The Custodian shall upon receipt of such
Securities purchased by such Fund pay out of the moneys held
for the account of a 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.
4.2 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 but in the
absence of specified Written Instructions to so pay in
advance, the Custodian shall be liable to the Fund for such
Securities to the same extent as if the Securities had been
received by the Custodian.
12
4.3 SALE OF SECURITIES. Promptly upon each sale of Securities by a
Fund, Written Instructions shall be delivered to the
Custodian, specifying (a) the name of the issuer or writer of
such Securities, and the title or other description thereof,
(b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale
and settlement, (d) the sale price per unit, (e) the total
amount payable upon such sale, and (f) 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.
4.4 DELIVERY OF SECURITIES SOLD. Notwithstanding Section 4.3 above
or any other provision of this Agreement, the Custodian, when
instructed 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.
4.5 PAYMENT FOR SECURITIES SOLD, ETC. In its sole discretion and
from time to time, the Custodian may credit the 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.
4.6 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
5.1 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
13
specifying that the funds are required to redeem Shares of the
Fund, the Custodian shall wire each amount specified in such
Proper Instructions to or through such bank as the Trust may
designate with respect to such amount in such Proper
Instructions.
5.2 NO DUTY REGARDING PAYING BANKS. The Custodian shall not be
under any obligation to effect payment or distribution by any
bank designated in Proper Instructions given pursuant to
Section 5.1 above of any amount paid by the Custodian to such
bank in accordance with such Proper Instructions.
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 the 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 the
NASD (or any futures commission merchant registered
under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing
Trust 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, in addition to Proper Instructions, a
certified copy of a resolution of the Board of
Trustees, certified by an Officer, 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 a single Fund only. All Proper Instructions
relating to a segregated account shall
14
specify the Fund involved.
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 STANDARD OF CARE. The Custodian shall be held to the exercise
of reasonable care in carrying out its obligations under this
Agreement, and shall be without liability to the Trust or any
Fund for any loss, damage, cost, expense (including attorneys'
fees and disbursements), liability or claim unless such loss,
damage, cost, expense, liability or claim arises from
negligence, bad faith or willful misconduct on its part or on
the part of any Sub-Custodian appointed pursuant to Section
3.3 above. 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. The Custodian shall not be
under any obligation at any time to ascertain whether the
Trust or the Fund is in compliance with the 1940 Act, the
regulations thereunder, the provisions of the Trust's charter
documents or by-laws, or its investment objectives and
policies as then in effect.
7.2 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.
7.3 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.
7.4 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 respect to Securities
held for the Fund if such Securities are in default or payment
is not made after due demand or presentation.
7.5 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 Oral Instructions and any Written Instructions
actually received by it pursuant to this Agreement.
7.6 EXPRESS DUTIES ONLY. The Custodian shall have no duties or
obligations whatsoever except such duties and obligations as
are specifically set forth in this Agreement, and no covenant
or obligation shall be implied in this Agreement against the
Custodian.
15
7.7 CO-OPERATION. 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 (a) the preparation of the
Trust's reports on Form N-1A and Form N-SAR and any other
reports required by the Securities and Exchange Commission,
and (b) the fulfillment by the Trust of any other requirements
of the Securities and Exchange Commission.
ARTICLE VIII
INDEMNIFICATION
8.1 INDEMNIFICATION BY TRUST. The Trust shall indemnify and hold
harmless the Custodian and any Sub-Custodian appointed
pursuant to Section 3.3 above, and any nominee of the
Custodian or of such Sub-Custodian, from and against any loss,
damage, cost, expense (including attorneys' fees and
disbursements), liability (including, without limitation,
liability arising under the Securities Act of 1933, the 1934
Act, the 1940 Act, and any state or foreign securities and/or
banking laws) or claim arising directly or indirectly (a) from
the fact that Securities are registered in the name of any
such nominee, or (b) from any action or inaction by the
Custodian or such Sub-Custodian (i) at the request or
direction of or in reliance on the advice of the Trust, or
(ii) upon Proper Instructions, or (c) generally, from the
performance of its obligations under this Agreement or any
sub-custody agreement with a Sub-Custodian appointed pursuant
to Section 3.3 above, provided that neither the Custodian nor
any such Sub-Custodian shall be indemnified and held harmless
from and against any such loss, damage, cost, expense,
liability or claim arising from the Custodian's or such
Sub-Custodian's negligence, negligent failure to act, bad
faith or willful misconduct.
8.2 INDEMNIFICATION BY CUSTODIAN. The Custodian shall indemnify
and hold harmless the Trust from and against any loss, damage,
cost, expense (including attorneys' fees and disbursements),
liability (including without limitation, liability arising
under the Securities Act of 1933, the 1934 Act, the 1940 Act,
and any state or foreign securities and/or banking laws) or
claim arising from (a) the negligence, negligent failure to
act, bad faith or willful misconduct of the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above, or any
nominee of the Custodian or of such Sub-Custodian; or (b) the
Trust's performance of this Agreement, except such as may
arise from the Trust's own bad faith, negligent action,
negligent failure to act, or willful misconduct.
8.3 INDEMNITY TO BE PROVIDED. If the Trust requests the Custodian
to take any action with respect to Securities, which may, in
the opinion of the Custodian, result in the Custodian or its
nominee becoming liable for the payment of money or incurring
liability of some other form, the Custodian shall not be
required to take
16
such action until the Trust shall have provided indemnity
therefor to the Custodian in an amount and form satisfactory
to the Custodian.
8.4 SECURITY. If the Custodian advances cash or Securities to the
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 loss, damage, cost,
expense (including attorneys' fees and disbursements),
liability or claim (except such as may arise from its or its
nominee's negligence, bad faith or willful misconduct), then,
in any such event, any property at any time held for the
account of such 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.
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; power
failures; computer failure and any such circumstances beyond its 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 the Custodian in the event of a failure
or delay (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 X
EFFECTIVE PERIOD; TERMINATION
10.1 EFFECTIVE PERIOD. This Agreement shall become effective as of
its execution and shall continue in full force and effect
until terminated as hereinafter provided.
10.2 TERMINATION. Either party hereto may terminate this Agreement
by giving to the other party a notice in writing specifying
the date of such termination, which shall be not less than
ninety (90) days after the date of the giving of such notice.
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 (a) deliver directly to the
successor custodian all Securities (other than Securities held
in a Book-Entry
17
System or Securities Depository) and cash then owned by the
Fund and held by the Custodian as custodian, and (b) transfer
any Securities held in a Book-Entry System or Securities
Depository to an account of or for the benefit of the Funds 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. Upon such delivery and transfer, the Custodian shall
be relieved of all obligations under this Agreement. 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.
10.3 FAILURE TO APPOINT SUCCESSOR CUSTODIAN. If a successor
custodian is not designated by the Trust on or before the date
of termination specified pursuant to Section 10.1 above, then
the Custodian shall have the right to deliver to a bank or
corporation company of its own selection, which (a) is a
"bank" as defined in the 1940 Act and (b) has aggregate
capital, surplus and undivided profits as shown on its then
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
Funds at such bank or trust company all Securities of the
Funds 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.
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation as agreed upon from
time to time by the Trust and the Custodian. The fees and other charges in
effect on the date hereof and applicable to the Fund are set forth in Exhibit C
attached hereto. Amounts owed by the Trust to the Custodian shall only be paid
out of the assets and property of the particular Fund involved.
ARTICLE XII
LIMITATION OF LIABILITY
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the property of
the Trust as provided in the Trust's Agreement and Declaration of Trust, as from
time to time amended. The execution and delivery of this Agreement have been
authorized by the Trustees, and this Agreement has been signed and delivered by
an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the corporation
property of the Trust as provided in the above-mentioned Agreement and
Declaration of Trust.
18
ARTICLE XIII
NOTICES
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be in writing and shall be
sent or delivered to the recipient at the address set forth after its name
hereinbelow:
TO THE TRUST:
Xxxx XxXxxx Investment Counsel
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, XX 00000
TO CUSTODIAN:
Firstar Bank, N.A.
000 Xxxxxx Xxxxxx, X.X. XX-XX-00XX
Xxxxxxxxxx, Xxxx 00000
Attention: Mutual Fund Custody Services
Telephone: (513) 632_____
Facsimile: (000) 000-0000
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
ARTICLE XIV
MISCELLANEOUS
14.1 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.
14.2 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.
14.3 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 hereto of any right hereunder shall not preclude the
exercise of any other right, and the remedies provided herein
are cumulative and
19
not exclusive of any remedies provided at law or in equity.
14.4 AMENDMENTS. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless
evidenced by an instrument in writing executed by the parties
hereto.
14.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate
counterparts, each of which shall be deemed an original but
all of which together shall constitute but one and the same
instrument.
14.6 SEVERABILITY. If any provision of this Agreement shall be
invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired
thereby.
14.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that
this Agreement shall not be assignable by either party hereto
without the written consent of the other party hereto.
14.8 HEADINGS. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning
or construction of any provision of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered in its name and on its behalf by its
representatives thereunto duly authorized, all as of the day and year first
above written.
ATTEST: BRAZOS INSURANCE FUNDS
/s/ XXXXXX X. XXXX By: /s/ XXX X. XXXXXXXXXXXX
------------------------------ ------------------------------
Xxxxxx X. Xxxx Xxx X. Xxxxxxxxxxxx
ATTEST: FIRSTAR BANK, N.A.
/s/ XXX XXXX By: /s/ XXX X. XXXXXXX
------------------------------ ------------------------------
Xxx Xxxx Xxx X. Xxxxxxx
20
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.
Authorized Persons Specimen Signatures
------------------ -------------------
President:
-------------------
Secretary:
-------------------
Treasurer:
-------------------
Vice President:
-------------------
Adviser Employees:
-------------------
-------------------
Transfer Agent/Fund Accountant
Employees:
-------------------
-------------------
-------------------
-------------------
-------------------
21
EXHIBIT B
FIRSTAR INSTITUTIONAL CUSTODY SERVICES
STANDARDS OF SERVICE GUIDE
Firstar Bank, N.A. is committed to providing superior quality service
to all customers and 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.
Firstar Bank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bankers
Trust Company as its agent for ineligible and 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 SEI's 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 Firstar 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 Firstar Bank
will provide you with an updated copy of its Standards of
Service Guide.
22
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 #_____________
Fed Wireable FNMA & FHLMC 12:30 P.M. on Settlement Date Bk of NYC/Cust
ABA 000000000
A/C Firstar Bank # 117612
For Account #____________
Federal Reserve Book Entry (Repurchase 1:00 P.M. on Settlement Date Federal Reserve Bank of Cinti/Spec
Agreement Collateral Only) for Firstar Bank, N.A. ABA# 000000000
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date PTC For Account BYORK
(GNMA Book Entry) Firstar Bank / 117612
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 P.M. on One Wall Street- 3rd Floor - Window A
Settlement Date minus 1) Xxx Xxxx, XX 00000
For account of Firstar Bank / Cust #117612
Attn: Xxxxxx Xxxxxx
CEDEL/EURO-CLEAR 11:00 A.M. on Settlement Date Cedel a/c 55021
minus 2 FFC: a/c 387000
Firstar Bank / Global Omnibus
Cash Wire Transfer 3:00 P.M. Firstar Bank, X.X. Xxxxx/Trust ABA# 000000000
Credit Account #0000000
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
23
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.
24
FIRSTAR BANK CORPORATE REORGANIZATION STANDARDS
TYPE OF ACTION NOTIFICATION TO CLIENT DEADLINE FOR CLIENT INSTRUCTIONS TRANSACTION
TO FIRSTAR BANK POSTING
Rights, Warrants, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
and Optional Mergers expiration or receipt of notice
Mandatory Puts with Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Option to Retain expiration 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 5 business days prior to expiration Upon receipt
Exchanges, expiration 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 None Upon receipt
expiration or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above
will be sold.
25
EXHIBIT C
FIRSTAR BANK, N.A.
DOMESTIC CUSTODY FEE SCHEDULE
Firstar Bank, N.A., as Custodian, will receive monthly compensation for services
according to the terms of the following Schedule:
Annual fee based upon market value
2 basis points per year
Minimum annual fee per fund - $3,000
Investment transactions (purchase, sale, exchange, tender, redemption, maturity,
receipt, delivery):
$12.00 per book entry security (depository or Federal Reserve system)
$25.00 per definitive security (physical)
$25.00 per mutual fund trade
$75.00 per Euroclear
$ 8.00 per principal reduction on pass-through certificates
$ 6.00 per short sale/liability transaction
$35.00 per option/futures contract
$15.00 per variation margin
$15.00 per Fed wire deposit or withdrawal
Variable Amount Demand Notes: Used as a short-term investment, variable amount
notes offer safety and prevailing high interest rates. Our charge, which is 1/4
of 1%, is deducted from the variable amount note income at the time it is
credited to your account.
Plus out-of-pocket expenses, and extraordinary expenses based upon complexity
Fees are billed monthly, based upon market value at the beginning of the month
26
