[UNION BANK LOGO]
GLOBAL CUSTODY AGREEMENT
FOR FOREIGN AND DOMESTIC SECURITIES
This Custodian Agreement ("Agreement") is made as of February 19, 2014 by and
between ADVISORS' INNER CIRCLE TRUST III ("Principal") with respect to each of
Principal's separate series listed on Schedule I, as amended from time to time
(each a "Portfolio" and collectively, the "Portfolios") and Union Bank, N.A.
("Custodian").
WHEREAS, the Custodian is a bank meeting the qualifications required by Section
17(f)(1) of the Act to act as custodian of the portfolio securities and other
assets of investment companies; and
WHEREAS, Principal wishes to retain the Custodian to act as custodian of the
securities and other assets of the Portfolios, and the Custodian has indicated
its willingness to so act;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. DEFINITIONS Certain terms used in this Agreement are defined as follows:
1.1. "Account" means, collectively, each account maintained by Custodian on
behalf of Principal pursuant to Paragraph 4 of this Agreement.
1.2. "ACT" means the Investment Company Act of 1940, as amended, and the rules
and regulations adopted by the U.S. Securities and Exchange Commission ("SEC")
thereunder, including [section]270.17f -4, [section]270.17f -5 and
[section]270.17f -7, all as may be amended from time to time.
1.3. "BOARD" means the Board of Trustees or the Board of Directors of
Principal.
1.4. "DEPOSITORY" means both any "securities depository" within the meaning of
Rule 270.17f -4 under the Act and any Eligible Securities Depository within the
meaning of Rule 17f-7(b) under the Act.
1.5. "ELIGIBLE Foreign CUSTODIAN" means an entity that is incorporated or
organized under the laws of a country other than the United States and that is
a Qualified Foreign Bank, as defined in Rule 270.17f -5(a)(5) under the Act.
1.6. "ELIGIBLE SECURITIES DEPOSITORY", ("Depository", or collectively
"Depositories") means a system for the central handling of securities as
defined in Rule 270.17f -7(b)(1) under the Act.
1.7. "EMERGING MARKET" means each market so identified in Appendix A attached
hereto.
1.8. "FOREIGN ACCOUNT" means an Account in which Foreign Currencies or
Securities are held by the Custodian for the benefit of clients whether in
comingled accounts or accounts designated for each beneficial owner as is
required under the regulatory jurisdiction where the Foreign Account is
established.
1.9. "FOREIGN ASSETS" has the meaning provided in Rule 270.17f -5(a)(2) under
the Act.
1.10. "FOREIGN CURRENCY" ("Currencies") means any currency or any composite
currency unit issued by a government or entity other than the United States
Department of Treasury.
1.11. "FOREIGN MARKET" means each market so identified in Appendix A attached
hereto.
1.12. "SUB-CUSTODIAN" MEans an entity, including an Eligible Foreign Custodian
and Domestic Sub-Custodian, which Custodian retains to hold Securities.
Page 1
[C] Union Bank, N.A. (2013_0327)
1.13. "GLOBAL SUB-AGENT NETWORK" ("SUB-AGENT NETWORK" OR "SUB-AGENTS") means
any Sub-Custodian located in the United States (the "Domestic Sub-Custodian"),
and any sub-agents located in the countries and markets where Eligible Foreign
Sub-Custodians and Eligible Foreign Depositories are maintained by Custodian or
any Sub-Custodian located in the United States which utilizes a Sub-Agent
Network on behalf of Custodian.
1.14. "GOVERNING DOCUMENTS" means, with respect to each of the Portfolios, (i)
the declaration of trust or other constituting document of the Principal of
which the Portfolio is a series or portfolio, (ii) the currently effective
prospectus under the Securities Act, (ii) the most recent statement of
additional information, and (iii) a certified copy of the Board resolution
approving the engagement of the Custodian to act as custodian of the
Securities.
1.15. "INVESTMENT MANAGER" or "MANAGER" means an investment advisor or manager
identified by Principal in a written notice to Custodian as having the
authority to direct Custodian regarding the management, acquisition, or
disposition of Securities.
1.16. "MONITORING SYSTEM" means the policies and procedures established by
Custodian to fulfill its duties to monitor the custody risks associated with
maintaining Securities with a Sub-Custodian or Depository on a continuing
basis, pursuant to this Agreement.
1.17. "SECURITIES" means securities as defined in [section]2(a)(36) of the Act
together with cash or any currency or other property of Principal and all
income and proceeds of sale of such securities or other property of Principal
that are held by Custodian in the Account.
1.18. "SECURITIES ACT" means the Securities Act of 1933, as amended.
2. APPOINTMENT
2.1. Principal hereby appoints the Custodian as the custodian of the Securities
of each Portfolio.
2.2. Principal has provided the Custodian with a copy of its Governing
Documents, and will provide the Custodian with a copy of amendments, supplements
and modifications thereof from time to time.
2.3. The Custodian hereby accepts appointment as custodian of the Securities of
Principal's Portfolios and agrees to perform the duties of such custodian in
accordance with the provisions of this Agreement.
3. REPRESENTATIONS AND ACKNOWLEDGEMENTS
3.1. POWER TO ENTER AGREEMENT. Principal represents that, with respect to the
Account (s), Principal is authorized to enter into this Agreement and to retain
Custodian on the terms and conditions and for the purposes described herein.
3.2. FOREIGN CUSTODY MANAGER. Custodian agrees to serve as Principal's "Foreign
Custody Manager" as defined in Rule 270.17f -5(a)(3) under the Act, in respect
of each Portfolio's Foreign Assets held from time to time by the Custodian with
any Sub-Custodian that is an Eligible Foreign Custodian or with any Eligible
Securities Depository and to comply with the provisions set forth in Rule 175-5
under the Act.
3.3. CUSTODIAN'S SUB-AGENT NETWORK. Principal hereby acknowledges receiving
appropriate notice of Custodian's selection of the use of those Eligible
Foreign Custodians and Eligible Securities Depositories that are identified in
Appendix A of this Agreement as amended from time to time.
4. ESTABLISHMENT OF ACCOUNT
Custodian shall open and maintain a separate Account or Accounts in the name of
each Portfolio of Principal and shall hold in such Account or Accounts, subject
to the provisions hereof, all Securities received by it from or for the Account
of the Principal's Portfolios. Custodian, in its sole discretion, may
reasonably refuse to accept any property now or hereafter delivered to it for
inclusion in the Account. Principal shall be notified promptly of such refusal
and any such property shall be immediately returned to
Page 2
[C] Union Bank, N.A. (2013_0327)
Principal. Custodian shall be under no duty to take any action hereunder on
behalf of the Principal except as specifically set forth herein or as may be
specifically agreed to by Custodian and the Principal in a written amendment
hereto.
5. CUSTODY AND REGISTRATION
Custodian may (i) maintain possession of all or any portion of the Securities,
including possession in a foreign branch or other office of Custodian; or (ii)
retain, in accordance with this Paragraph 5 and Paragraph 6 of this Agreement,
one or more Sub-Custodians to hold all or any portion of the Securities.
Custodian and any Sub-Custodian may, in accordance with this Paragraph 5 and
Paragraph 6 of this Agreement, deposit definitive or book-entry Securities with
one or more Depositories.
5.1. IDENTIFICATION OF SECURITIES. Custodian shall ensure the Securities are at
all times properly identified as being held for the appropriate Account.
Custodian shall segregate physically the Securities from other securities owned
by Custodian. Custodian shall not be required to segregate physically
Securities held from other securities or property held by Custodian for third
parties as custodian or other representative capacity, but Custodian shall
maintain adequate records showing the true ownership of the Securities.
5.2. USE OF DEPOSITORIES AND SUB-CUSTODIANS. Custodian may, in its discretion,
deposit any Securities which, under applicable law, are eligible to be so
deposited in a Depository or Sub-Custodian account. Securities and Foreign
Currencies held by a Sub-Custodian or Depository will be held subject to the
rules, terms and conditions of such securities markets or securities
depositories. If Custodian deposits Securities with a Sub-Custodian or
Depository, Custodian shall maintain adequate records showing the identity and
location of the Sub-Custodian or Depository, the Securities held by the
Sub-Custodian or Depository and each account to which such Securities belong.
With respect to Securities that are held for Custodian or any Sub-Custodian at
a Securities Depository, as defined in Rule 270.17f -4 under the Act or
Eligible Securities Depository, as defined in Rule 270.17f -7 under the Act,
Custodian shall satisfy or cause the Sub-Custodian to satisfy the requirements
of Rules270.17f -4 and 270.17f -7 under the Act.
5.3. USE OF NOMINEES. Custodian shall have the right to hold or cause to be
held all Securities in the name of the Custodian, or for any Sub-Custodian or
Depository, or in the name of a nominee of any of them as Custodian shall
determine to be appropriate under the circumstances.
5.4. FOREIGN CURRENCY DEPOSITS. The Custodian may in accordance with customary
practices hold any currency in which any cash is denominated on deposit, and
effect transactions relating thereto, through an account with an affiliate of
Union Bank, or Sub-Custodian or Depository in the country where such currency
is the lawful currency or in other countries where such currency may be
lawfully held on deposit.
5.5. TRANSFERABILITY AND CONVERTIBILITY OF CURRENCY. Custodian shall have no
liability for any loss or damage arising from the applicability of any law or
regulation now or hereafter in effect, or from the occurrence of any event,
which may affect the transferability, convertibility, or availability of any
currency in the countries where such Foreign Accounts are maintained and in no
event shall Custodian be obligated to substitute another currency for a
currency whose transferability, convertibility, or availability has been
affected by such law, regulation or event. To the extent that any such law,
regulation or event imposes a cost or charge upon Custodian in relation to the
transferability, convertibility, or availability of any such currency, such
cost or charge shall be for the Account.
5.6. DELIVERY OF SECURITIES. If Principal or Investment Manager directs
Custodian to deliver assets, certificates or other physical evidence of
ownership of Securities to any broker or other party, other than a
Sub-Custodian or Depository employed by Custodian for purposes of maintaining
the Account, Custodian's sole responsibility shall be to exercise care and
diligence in effecting the delivery as instructed by Principal or Manager. Upon
completion of the delivery, Custodian shall be discharged completely of any
further liability or responsibility with respect to the safekeeping and custody
of Securities so delivered.
5.7. TRANSFERABILITY OF SECURITIES. Except as otherwise provided under this
Agreement or as the parties may otherwise agree, Custodian shall ensure that
(i) the Securities will not be subject to any right, charge, security interest,
lien, or claim of any kind in favor of Custodian or any Sub-Custodian or any
person
Page 3
[C] Union Bank, N.A. (2013_0327)
claiming through any of them except for Custodian's expenses relating to the
Securities' safe custody or administration or other services made available
under contractual agreements to Account by Custodian, and in the case of cash
deposits at an Eligible Foreign Custodian, liens or rights in favor of the
creditors of the Eligible Foreign Custodian arising under bankruptcy,
insolvency, or similar laws, and (ii) the beneficial ownership of the
Securities will be freely transferable without the payment of money or value
other than for safe custody or administration.
5.8. ACCESS TO ACCOUNT RECORDS. Principal or its designee, shall have access,
upon reasonable prior notice to Custodian, during regular business hours to the
books and records relating to the Accounts, or shall be given confirmation of
the contents of the books and records, maintained by Custodian or any
Sub-Custodian holding securities hereunder to verify the accuracy of such books
and records. Custodian shall notify Principal promptly of any applicable law or
regulation in any country where Securities are held that would restrict such
access or confirmation.
6. SELECTION AND MONITORING OF GLOBAL SUB-AGENT NETWORK
Upon written notice to Principal, as provided in Subparagraph 6.3 of this
Agreement, Custodian may from time to time select one or more Domestic
Sub-Custodians and Eligible Foreign Custodians and, subject to the provisions
of Subparagraph 6.5, one or more Eligible Securities Depositories, to hold
Securities hereunder.
6.1. GOVERNING SUB-AGENT AGREEMENT. Any relationship Custodian establishes
with an Eligible Foreign Custodian with respect to Securities shall be governed
by a written contract providing for the reasonable care of Securities based on
the standards specified in section Rule270.17(f) -5(c)(1) under the Act, and
including the provisions set forth in Rule 270.17(f) -5(c)(2)(i)(A) through (F)
under the Act, or provisions which Custodian determines provide the same or
greater protection of Principal's Securities.
6.2. SUB-AGENT NETWORK SELECTION.
6.2.1. FOREIGN SUB-CUSTODIAN. In selecting an Eligible Foreign Custodian on
behalf of Custodian, the Domestic Sub-Custodian shall exercise reasonable care,
prudence and diligence and shall consider whether the Securities will be
subject to reasonable care, based on the standards applicable to custodians in
the relevant market, including (i) the Eligible Foreign Custodian's practices,
procedures, and internal controls, including, but not limited to, the physical
protections available for certificated securities (if applicable), the method
of keeping custodial records, and the security and data protection practices;
(ii) the Eligible Foreign Custodian's financial strength, general reputation
and standing in the country in which it is located, its ability to provide
efficiently the custodial services required, and the relative cost of such
services; and, (iii) whether the Eligible Foreign Custodian has branch offices
in the United States, or consents to service of process in the United States,
in order to facilitate jurisdiction over and enforcement of judgments against
it.
6.2.2. ELIGIBLE SECURITIES DEPOSITORY. In selecting an Eligible Securities
Depository, Custodian shall exercise reasonable care, prudence, and diligence
in evaluating the custody risks associated with maintaining Securities with the
Eligible Securities Depository under Custodian's custody arrangements with any
relevant Eligible Foreign Custodian and the Eligible Securities Depository.
6.3. NOTICES TO PRINCIPAL. Custodian shall give written notice to Principal of
its intent to deposit Securities with an Eligible Foreign Custodian or,
directly or through an Eligible Foreign Sub-Custodian, with an Eligible
Securities Depository. The notice shall identify the Eligible Foreign Custodian
or Eligible Securities Depository and shall include reasonably available
information relied on by Custodian in making the selection.
6.4. MONITORING OF SUB-AGENT NETWORK. Custodian shall monitor under its
Monitoring System the appropriateness of the continued custody or maintenance
of Principal's Securities with each Domestic Sub-Custodian and its Global
Network of Eligible Foreign Custodian or Eligible Securities Depository.
6.4.1. Custodian shall evaluate and determine at least annually the continued
eligibility of its Domestic Sub-Custodian and each Eligible Foreign Custodian
and Eligible Securities Depository approved by
Page 4
[C] Union Bank, N.A. (2013_0327)
Principal to act as such hereunder. In discharging this responsibility,
Custodian shall (i) monitor on a continuing basis the services and reports
provided by its Domestic Sub-Custodian for each of its Eligible Foreign
Custodians or Eligible Securities Depositories; (ii) at least annually, obtain
and review the periodic reports published by its Domestic Sub-Custodian
confirming the Domestic Sub-Custodian's review of the continued eligibility of
each Foreign Sub-Custodian and Foreign Securities Depository; and (iii) review
periodic reports related to the Domestic Sub-Custodian's periodic physical
inspections of the operations of each Eligible Foreign Custodian or Eligible
Securities Depository as deemed appropriate.
6.4.2. Custodian shall provide to the Board annually and at such other times as
the Board may reasonably request based on the circumstances of the Principal's
foreign custody arrangements, written reports notifying the Board of the
placement of Securities of Principal's Portfolios with a particular Domestic
Sub-Custodian or a particular foreign Eligible Foreign Custodian within a
Foreign Market or an Emerging Market and of any material change in the
arrangements (including any material changes in any contracts governing such
arrangements or any material changes in the established practices or procedures
of Depositories) with respect to Securities of the Principal's Portfolios held
by the Eligible Foreign Custodian.
6.4.3. If Custodian determines that (i) any Eligible Foreign Custodian or
Eligible Securities Depository no longer satisfies the applicable requirements
described in Subparagraph 1.5 of this Agreement (in the case of an Eligible
Foreign Custodian) or Subparagraph 1.6 of this Agreement (in the case of an
Eligible Securities Depository); or, (ii) any Eligible Foreign Custodian or
Eligible Securities Depository is otherwise no longer capable or qualified to
perform the functions contemplated herein; or, (iii) any change in a contract
with a Eligible Foreign Custodian or any change in established Eligible
Securities Depository or market practices or procedures shall cause a custody
arrangement to no longer meet the requirements of the Act, Custodian shall
promptly give written notice thereof to Principal. The notice shall either
indicate Custodian's intention to transfer Securities held by the removed
Eligible Foreign Custodian or Eligible Securities Depository to another
Eligible Foreign Custodian or Eligible Securities Depository previously
identified to Principal, or include a notice pursuant to Subparagraph 6.3 of
this Agreement of Custodian's intention to deposit Securities with a new
Eligible Foreign Custodian or Eligible Securities Depository, in either
instance such transfer of Securities to be effected as soon as reasonably
practical.
6.5. COMPULSORY DEPOSITORIES. Notwithstanding the foregoing sub-sections of
this Paragraph 6, Custodian shall have no responsibility for the selection or
monitoring of any Eligible Securities Depository or Eligible Securities
Depository's agent ("Compulsory Depository") (i) the use of which is mandated
by law or regulation; (ii) because securities cannot be withdrawn from the
depository; or (iii) because maintaining securities outside the securities
depository is not consistent with prevailing market practices in the relevant
market; provided however, that Custodian shall notify Principal if Principal
has directed a trade in a market containing a Compulsory Depository, so
Principal and Advisor shall have an opportunity to determine the
appropriateness of investing in such market.
6.6. ASSESSMENT OF CUSTODY RISK. Principal and Custodian agree that, for
purposes of this Paragraph 6, Custodian's determination of appropriateness
shall only include custody risk, and shall not include any evaluation of
"country risk" or systemic risk associated with the investment or holding of
assets in a particular country or market, including, but not limited to (i) the
use of Compulsory Depositories; (ii) the country's or market's financial
infrastructure; (iii) the country's or market's prevailing custody and
settlement practices; (iv) risk of nationalization, expropriation or other
governmental actions; (v) regulation of the banking or securities industries;
(vi) currency controls, restrictions, devaluation or fluctuation; and (vii)
country or market conditions which may affect the orderly execution of
securities transactions or affect the value of the transactions. Principal and
Custodian further agree that the evaluation of any such country and systemic
risks shall be solely the responsibility of Principal and the Investment
Manager.
7. TRANSACTIONS
7.1. INSTRUCTIONS AND IMMEDIATELY AVAILABLE FUNDS. Principal, or where
applicable, the Investment Manager, is responsible for ensuring that Custodian
receives timely instructions and sufficient immediately available funds for all
transactions by such time and date as conditions in the relevant market
dictates. As used herein, "sufficient immediately available funds" shall mean
either (i) sufficient cash denominated in the currency of Principal's home
jurisdiction to purchase the necessary foreign currency, or (ii) sufficient
Page 5
[C] Union Bank, N.A. (2013_0327)
applicable foreign currency, to settle the transaction. If Custodian does not
receive such timely instructions and/or immediately available funds, Custodian
shall have no liability of any kind to any person, including Principal, for
failing to effect settlement. However, Custodian shall use reasonable efforts
to effect settlement as soon as possible after receipt of appropriate
instructions. Unless otherwise specified by Principal or Manager, foreign
exchange transactions will be processed according to the instructions in
Appendix B.
7.2. CUSTOMARY OR ESTABLISHED SETTLEMENT PRACTICES. Principal and Manager
acknowledge settlement of and payment for Securities received for and delivered
from the Account(s) may be made in accordance with the customary or established
securities trading and securities processing practices in the market in which
the transaction occurs. Principal understands that when Custodian is instructed
to deliver Foreign Securities or Foreign Currencies against payment, delivery
of such Foreign Securities and Foreign Currencies and receipt of payment
therefore may not be completed simultaneously. Principal assumes full
responsibility for all credit risks involved in connection with Custodian's
delivery of Foreign Securities or Foreign Currencies pursuant to instructions
of Principal or Manager.
7.3. ADDITIONS TO AND WITHDRAWALS FROM ACCOUNT. Custodian shall make all
additions and withdrawals of Securities to and from an Account only upon
receipt of and pursuant to written instructions from Principal or Manager.
7.4. PURCHASE OR SALES. Principal or Manager from time to time may instruct
Custodian regarding the purchase or sale of Securities in accordance with this
paragraph 7.
7.5. PURCHASES. Custodian shall settle purchases by charging the Account with
the amount necessary to make the purchase and effecting payment to the seller
or broker for the Securities. Custodian shall have no liability of any kind to
any person, including Principal,except in the case of Custodian's negligent or
intentional tortuous acts or willful misconduct, if Custodian effects payment
on behalf of an Account, and the settler or broker specified by Manager fails
to deliver the Securities purchased. Custodian shall exercise such ordinary
care and diligence as would be employed by a reasonably prudent custodian in
examining and verifying the certificates or other indicia of ownership of the
Securities purchased before accepting them, except with respect to assets
described in Paragraph 7.7.
7.6. SALES. Custodian shall settle sales by delivering certificates or other
indicia of ownership of the Securities, and as instructed, shall receive cash
for such sales. Custodian shall have no liability of any kind to any person,
including Principal, if Custodian exercises due diligence and delivers such
certificates or indicia of ownership and the purchaser or broker fails to
effect payment.
7.7. DEPOSITORY SETTLEMENT. If a purchase or sale is settled through a
Sub-Custodian or Depository, Custodian shall exercise such ordinary care and
diligence as would be employed by a reasonably prudent custodian in verifying
proper consummation of the transaction by the Sub-Custodian or Depository.
7.8. INCOME AND PRINCIPAL. Custodian or its designated Sub-Agents are
authorized, as Principal's agent, to surrender against payment maturing
obligations and obligations called for redemption, and to collect and receive
payments of interest and principal, dividends, warrants, and other things of
value in connection with Securities. Absent written instructions from Principal
or Manager, funds will remain in the currency of collection upon receipt of
payment.
7.9. FOREIGN CURRENCY TRANSACTIONS. At the direction of Principal or Manager,
as the case may be, Custodian shall convert currency in an Account to other
currencies through customary channels including, without limitation, Custodian
or any of its affiliates or Sub-Custodian Network, as shall be necessary to
effect any transaction directed by Principal or Manager. If Principal or
Manager gives Custodian standing instructions to execute foreign currency
exchange transactions on Principal's behalf, such transactions will be
performed in accordance with the FX Standing Instructions Defined Spread
Service Level Document as amended from time to time.
Page 6
[C] Union Bank, N.A. (2013_0327)
7.10. TAXES. Custodian shall pay or cause to be paid from an Account all taxes
and levies in the nature of taxes imposed on an Account or the Foreign
Securities thereof by any country. Custodian will use reasonable efforts to
give the Principal or Manager, as the case may be, advance notice of the
imposition of such taxes. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on the Principal or the
Custodian as custodian of the Principal by the tax law of the United States or
of any state or political subdivision thereof or any foreign jurisdiction. The
sole responsibilities of the Custodian with regard to such tax law shall be to
use reasonable efforts to effect the withholding of local taxes and related
charges with regard to market entitlement/payment in accordance with local law
and subject to local market practice or custom and to assist Principal with
respect to any claim for exemption or refund under the tax law of countries for
which Principal has provided such information. Except as specifically provided
in this Agreement or otherwise agreed to in writing by the Custodian, the
Custodian shall have no independent obligation to determine the tax obligations
now or hereafter imposed on Principal by any taxing authority or to obtain or
provide information relating thereto, and shall have no obligation or liability
with respect to such tax obligations.
7.11. FOREIGN TAX RECLAMATION. Custodian shall use reasonable efforts to obtain
refunds of taxes withheld on Foreign Securities or the income thereof that are
available under applicable tax laws, treaties and regulations subject to
Principal's provision of all documentation and certifications as required by
U.S. and foreign tax authorities to establish the eligibility of Principal for
tax reclamation under applicable law or treaty. Principal hereby agrees to
indemnify and hold harmless Custodian and its agents in respect to any
liability arising from any underwithholding or underpayment of any Tax which
results from the inaccuracy or invalidity of any such forms or other
documentation, and such obligation to indemnify shall be a continuing
obligation of Principal, its successor and assignees, notwithstanding the
termination of this Agreement. The Custodian is authorized to disclose any
information required by any such tax or other governmental authority in
relation to processing any claim for exemption from or reduction or refund of
any taxes relating to the Principal's transactions and holdings.
7.12. COLLECTION OBLIGATIONS. Custodian shall diligently collect income and
principal of Securities which the Custodian has received actual notice in
accordance with normal industry practices. However, Custodian shall be under no
obligation or duty to take any action to effect collection of any amount if the
Securities upon which such amount is payable is in default, or if payment is
refused after due demand. Custodian shall notify Principal and Manager promptly
of such default or refusal to pay. Custodian shall have no duty to file or
pursue any bankruptcy or class action claims with respect to Account, unless
indemnified by Principal in manner and amount satisfactory to Custodian
provided, however, unless Principal directs otherwise, Custodian will use its
best efforts to file claims in class actions and pay any recovery to account,
net of Bank's fees as disclosed in the fee schedule.
7.13. CAPITAL CHANGES. Custodian may, without further instruction from
Principal or Manager, exchange temporary certificates and may surrender and
exchange Securities for other securities in connection with any reorganization,
recapitalization or similar transaction in which the owner of the Securities is
not given an option. Custodian has no responsibility to effect any such
exchange unless it has received notice of the event permitting or requiring
such exchange at its office or the office of Custodian's designated agents.
7.14. FRACTIONAL INTEREST. Custodian shall receive and retain all stock
distributed by a corporation as a dividend, stock split, or otherwise and, in
connection therewith, any fractional shares, unless otherwise instructed or
without authorization to sell.
7.15. DELIVERY OF INSTRUCTIONS AND FUNDS. Instructions and funds shall be
directed to Custodian or Domestic Sub-Custodian, as applicable with respect to
the foregoing.
8. CREDITS TO ACCOUNT
8.1. PAYMENT. Custodian may as a matter of bookkeeping convenience or by
separate agreement with the Principal, credit the account with the proceeds
from the sale, redemption or other disposition of Securities or interest or
dividends or other distributions payable on Securities prior to its actual
receipt of final payment; therefore, all such credits shall be conditional
until the Custodian's actual receipt of final
Page 7
[C] Union Bank, N.A. (2013_0327)
payment and may be reversed by Custodian to the extent that final payment is
not received. Payment with respect to a transaction will not be final until
Custodian receives immediately available funds under which applicable local
law, rule and/or practice are irreversible and not subject to any security
interest, levy or other encumbrance, and which are specifically applicable to
such transaction. Principal acknowledges and agrees that any currency risk
associated with such credits will be born by Principal.
8.2. EMERGING MARKET SETTLEMENT DATES. Notwithstanding the foregoing Paragraph
8.1, Principal understands and agrees that settlement of Securities
transactions is available only on settlement date basis in certain Emerging
Markets, which are identified in Appendix A, as amended from time to time.
8.2.1. CASH DEPOSITS. For Emerging Markets with restricted settlement
conditions, cash of any currency deposited or delivered to the Account shall be
available for use by Principal or Investment Manager only on the business day
on which actual receipt of final payment and funds of good value are available
to Sub-Custodian in the Account.
8.2.2. SECURITIES. For Emerging Markets with restricted settlement conditions,
Securities deposited or delivered to an Account shall be available for use by
Principal or Investment Manager only on the business day on which such
Securities are held in the nominee name or are otherwise subject to the control
of, and in a form for good delivery by, the Sub-Custodian.
9. OVERDRAFT AND INDEBTEDNESS
9.1. ADVANCE FUNDS. If Custodian advances funds to or for the benefit of
Account in connection with the settlement of securities or currency
transactions or other activity in the Account including overdrafts or other
indebtedness incurred in connection with the settlement of securities
transactions, maturity or income payments or funds transfers, Principal agrees
to reimburse Custodian on demand the amount of the advance or overdraft and all
related fees as established in Custodian's published fee schedule. Principal
will bear the risk from any currency valuation differences associated with
Principal's reimbursement obligations to Custodian. If Principal fails to
timely reimburse Custodian, Custodian shall also have the right to utilize any
cash in the Account in order to obtain reimbursement hereunder and to setoff
Custodian's obligations with respect to any deposits or credit balances in the
Account against any obligation of Principal hereunder.
9.2. REPAYMENT. To the extent permissible by applicable law, in order to secure
repayment of Account's obligations to Custodian hereunder, Principal hereby
pledges and grants to Custodian a continuing lien and security interest in, and
right of set-off against, all of Account's right, title and interest in and to
(i) all Accounts in Principal's name and the Securities, money and other
property now or hereafter held in such Accounts (including proceeds thereof);
and (ii) each Account in respect of which or for whose benefit the advance or
overdraft relates and the Securities, money and other property now or hereafter
held in such Accounts, including proceeds thereof, not to exceed the amount of
the Account's obligation to Custodian. In this regard, Custodian shall be
entitled to all the rights and remedies of a pledgee and secured creditor under
applicable laws, rules or regulations as then in effect. Principal authorizes
the Custodian, in the Custodian's sole discretion, at any time to charge any
overdraft or indebtedness, together with interest due thereon, against any
balance of account standing to the credit of the Principal on the Custodian's
books. In addition, the Custodian shall be entitled to utilize available cash
and to dispose of such Principal's Securities to the extent necessary to obtain
reimbursement.
10. CORPORATE ACTIONS, PROXIES AND LITERATURE
10.1. CORPORATE ACTIONS. Custodian shall notify Manager of the receipt of
notices of redemptions, conversions, exchanges, calls, puts, subscription
rights, and scrip certificates ("Corporate Action(s)"). Custodian need not
monitor financial publications for notices of Corporate Actions and shall not
be obligated to take any action unless actual notice has been received by
Custodian at the offices of its Domestic Sub-Custodian. Custodian's sole
responsibility in this regard shall be to give such notices to Principal or
Investment Manager, as the case may be, within a reasonable time after
Custodian receives them. Custodian has no responsibility to respond or
otherwise act with respect to any such notice unless and until Custodian has
received timely and appropriate instructions from Principal or Manager.
Principal or Manager is responsible to ensure all required documentation and
funds are available to Custodian and
Page 8
[C] Union Bank, N.A. (2013_0327)
its agents as required under the terms of the offer or by legal jurisdiction in
order for Custodian and its agent to take action on behalf of Account.
10.2. PROXIES. Custodian shall forward all proxies and accompanying material
actually received by Custodian's Domestic Sub-Custodian that are issued by any
company whose securities are held in an Account to Manager or Principal, as
directed. Principal and Manager acknowledge that proxy services are limited in
foreign markets and Custodian's sole responsibility with respect to such proxy
materials will be to forward the proxy and accompanying material received by
Custodian's Domestic Sub-Custodian to Principal or Manager. Custodian shall
have no duty to translate or retain any material received unless required to do
so by law.
10.3. CORPORATE LITERATURE. Custodian shall have no duty to forward or to
retain any other corporate material received by Custodian for an Account unless
required to do so by law. Custodian shall have no duty to translate or retain
any material received from its Global Sub-Agent Network unless required to do
so by law.
10.4. DISCLOSURE TO ISSUERS OF SECURITIES. Unless Principal directs Custodian
in writing to the contrary, Principal agrees that Custodian or its Domestic
Sub-Custodian or its Sub-Agents may disclose the name and address of the party
with the authority to vote the proxies of the Securities held in an Account as
well as the number of shares held, to any issuer of said Securities or its
agents upon the written request of such issuer or agent in conformity with the
provisions of the applicable law. Principal acknowledges that Custodian or its
Domestic Sub-Custodian or its Sub-Agents may be required under jurisdictional
law to disclose to issuers beneficial owner information regardless of
Principal's instructions otherwise.
11. INSTRUCTIONS
11.1. WRITTEN. All instructions from Principal or Manager with respect to the
Accounts must be from an authorized person in writing, and shall continue in
force until changed by subsequent instructions. For purposes of this Paragraph
11, an AUTHORIZED PERSON means any of the persons duly authorized by the Board
to give instructions on behalf of the Principal as set forth in a certificate
along with any limitations on such Persons' scope of authority, such certificate
to be executed by the Secretary or Assistant Secretary of the Principal, as the
same may be revised from time to time. Pending receipt of written authority,
Custodian may in its absolute discretion at any time accept oral, faxed, wired
and electronically transmitted instructions from Principal or Manager provided
Custodian believes in good faith that the instructions are genuine. If oral
instructions are received, Principal or Manager, as the case may be, shall
promptly confirm such instructions in writing or by facsimile or other means
permitted hereunder. Principal will hold Custodian harmless for the failure of
Principal or Manager to send confirmation in writing, the failure of such
confirmation to conform to the telephone instructions received or Custodian's
failure to produce such confirmation at any subsequent time. Only those
individuals as may be designated by Principal from time to time are authorized
to give instructions as described in this Agreement.
11.2. RELIANCE ON INSTRUCTIONS. Except as otherwise provided herein, all
instructions shall be in writing, and shall continue in force until changed by
subsequent instructions. Pending receipt of written authority, Custodian may in
its absolute discretion at any time accept oral, wired or electronically
transmitted instructions from Principal or Manager provided Custodian believes
in good faith that the instructions are genuine. Further, Custodian may assume
that any written or oral instructions received hereunder are consistent with
the provisions of organizational documents of the Principal or of any vote,
resolution or proceeding of the Principal's board oftrustees, unless and until
Custodian receives written instructions to the contrary.
12. RIGHT TO RECEIVE ADVICE
12.1. ADVICE OF THE PRINCIPAL. If Custodian is in doubt as to any action it
should or should not take under this Agreement, Custodian may request
directions or advice, including oral instructions or written instructions, from
the Principal.
Page 9
[C] Union Bank, N.A. (2013_0327)
12.2. CONFLICTING ADVICE. In the event of a conflict between directions or
advice or oral instructions or written instructions Custodian receives from the
Principal, and the advice it receives from counsel, Custodian shall be entitled
to rely upon and follow the advice of counsel.
12.3. PROTECTION OF CUSTODIAN. Custodian shall be indemnified by Principal and
without liability for any action Custodian takes or does not take in reliance
upon directions or advice or oral instructions or written instructions
Custodian receives from or on behalf of the Principal, or from counsel and
which Custodian believes, in good faith, to be consistent with those directions
or advice or oral instructions or written instructions. Nothing in this
paragraph shall be construed so as to impose an obligation upon Custodian to
seek such directions or advice or oral instructions or written instructions.
13. ACCOUNTING AND REPORTING
13.1. COST AND NOMINAL VALUE. Principal agrees to furnish Custodian with the
income tax cost basis and dates of acquisition of all Securities held in the
Account to be carried on its records. If Principal does not furnish such
information, Custodian shall carry the Securities at any such nominal value it
determines, such value to be for bookkeeping purposes only. All statements and
reporting of any matters requiring this information will use this nominal
value. Custodian shall have no duty to verify the accuracy of the cost basis
and dates of acquisition furnished by Principal. Securities purchased in the
Account shall be carried at cost.
13.2. VALUATIONS. To the extent that Custodian has agreed to provide pricing or
other information services, Custodian is authorized to utilize any vendor
(including brokers and dealers of Securities and pricing services embedded in
Custodian's securities processing or accounting systems) reasonably believed by
Custodian to be reliable to provide such information. Principal understands
that certain pricing information with respect to complex financial instruments
including, without limitation, derivatives, may be based on calculated amounts
rather than actual market transactions and may not reflect actual market
values, and that the variance between such calculated amounts and actual market
values may or may not be material. Where pricing vendors used by Custodian do
not provide information for Securities, Principal or authorized party may
advise Custodian regarding the fair market value of, or provide other
information with respect to, such held Securities. If Principal or Manager does
not provide such information, Custodian shall use the cost or nominal value for
such Securities, solely for administrative convenience. Custodian shall not be
liable for any loss, damage or expense incurred as a result of errors or
omissions with respect to any pricing or other information utilized by
Custodian hereunder and shall have no responsibility or duty to ascertain or
authenticate the value of pricing applied to any such Security.
13.3. ACTIVITY REPORTS. Custodian shall provide access to Principal and
Manager and other persons authorized by Principal to access advices of
securities transactions and other information regarding the Account(s) by means
of Custodian's online system.
13.4. STATEMENTS. Custodian shall provide Principal and Manager Account
statements and other reports periodically via paper delivery or electronically
by means of the Custodian's online service or as otherwise as agreed to by
Principal and Custodian showing all income and principal transactions and cash
positions, and a list of property. Principal may approve or disapprove any such
statement within thirty (30) days of its receipt, and, if no written objections
are received within the thirty (30) day period, such statement of Account shall
be deemed approved.
Principal acknowledges and agrees that if Custodian's online service is
selected, paper statements will be provided only upon request and that the
Custodian's online statements, trade confirms and related online communications
satisfy all of Custodian's existing legal and contractual obligations to
provide statements, reports and confirmations with respect to the account.
Printed trade confirmations for trades effected by the Custodian will be
available upon request and at no additional cost. Principal and Manager may
request printed trade confirmations for other securities transactions from the
broker through which they direct such trades.
Page 10
[C] Union Bank, N.A. (2013_0327)
14. USE OF OTHER BANK SERVICES
14.1. MUTUAL FUND INVESTMENTS. Principal or Manager may direct Custodian to
utilize for the Account and mutual fund available in the market as permitted by
law.These investment decisions may include, but are not limited to, money
market mutual funds or long equity and fixed income mutual funds. Such funds
may be sub-advised by an affiliate or subsidiary of Custodian and/or for which
Custodian may also act as the mutual fund's custodian and/or provide other
services for the mutual fund. Principal or Manager shall designate the
particular mutual fund that Principal or Manager deems appropriate for the
Account. Principal hereby acknowledges that Custodian or its affiliate or
subsidiary will receive fees for such services in addition to those fees
charged by Custodian as agent for the Principal's custody
14.2. FOREIGN EXCHANGE. Custodian makes available to Principal or Manager
foreign exchange services directly with Custodian or through Custodian's
Domestic Sub-Custodian to convert currencies in conjunction with transactions
in the Principal's Account(s) under direction provided in Appendix B, as
amended from time to time. Principal acknowledges that Custodian is the
counterparty with respect to foreign exchange transactions provided under the
Standing Instructions Defined Spread Service (Defined Spread Service) with
Custodian's Domestic Sub-Custodian and is subject to Paragraph 9 of this
Agreement.
14.2.1. STANDING INSTRUCTIONS DEFINED SPREAD SERVICE. Foreign currency
exchanges offered under the Defined Spread Service are directed to Union Bank's
Domestic Sub-Custodian or, for markets with currency restrictions, to the
local market Sub-Agent. Both services may be amended from time to time.
14.2.2. DIRECT WITH UNION BANK'S GLOBAL CAPITAL MARKETS. Principal or Manager
may elect to have foreign currency exchanges provided under separate agreement
with Union Bank's Global Capital Markets and performed in accordance with Union
Bank's Foreign Exchange Agreement.
Principal acknowledges that (i) Principal or Manager is not obligated to effect
foreign currency exchange with Custodian or Custodian's Domestic Sub-Custodian,
(ii) Custodian will make available the relevant data so that Principal or
Manager, as the case may be, can independently monitor foreign exchange
activities, and (iii) Custodian will receive benefits for such foreign
currency transactions as defined in Paragraph 14.2.2 which are in addition to
the compensation which Custodian receives for administering the Account.
14.3. INTEREST BEARING DEPOSITS. Principal or Manager may direct that Account
assets be invested in deposits with Union Bank or Domestic Sub-Custodian as a
sweep vehicle or other deposit held in Custodian's nominee name for the benefit
of its clients. Such deposits are covered by FDIC insurance up to the
designated value in effect for each beneficial owner.
14.4. OTHER TRANSACTION SERVICES. Principal or Manager may direct Custodian to
utilize for an Account other services or facilities provided by Custodian, its
subsidiaries or affiliates. Such services may include, but are not limited to
the placing of orders for the purchase or sale of units or shares of any
registered investment company, including such registered investment company to
which Custodian, UnionBanCal Corporation, or their subsidiaries or affiliates,
manage, provide investment advice, act as custodian or provide other services.
14.5. CREDIT FACILITIES. Custodian may, in accordance with its commercial
lending practices, enter into a credit facility with Principal for use with the
operation of an Account. Such credit facility will be agreed to under separate
agreement and subject to the terms and conditions, therein. Principal
acknowledges that any such credit facility is subject to the lien provisions of
Paragraph 9.2 of this Agreement.
15. CUSTODIAN'S RESPONSIBILITIES AND LIABILITIES
15.1. STANDARD OF CARE. In performing the responsibilities delegated to it
under this Agreement, the Custodian agrees to exercise reasonable care and
shall not be liable for any damages arising out of the Custodian's performance
of or failure to perform its duties under this Agreement except to the extent
that damages arise directly out of the Custodian's (or its employees',
officers' or other agents') willful misfeasance, negligence, bad faith or
otherwise from a material breach of this Agreement by Custodian.
Page 11
[C] Union Bank, N.A. (2013_0327)
15.2. INVESTMENT AUTHORITY. The parties intend that Custodian shall not be
considered a fiduciary of the Account.
15.3. INSURANCE AND FORCE MAJEURE. Without limiting the generality of
Paragraph 15.1 or of any other provision of this Agreement, the Custodian shall
not be liable so long as and to the extent that it exercises reasonable care,
for any defect in the title, validity or genuineness of any Security or in the
evidence of title thereto received by it or delivered by it pursuant to this
Agreement. In addition, Custodian (i) shall not be required to maintain any
special insurance for the benefit of Principal, and (ii) shall not be liable or
responsible for any loss, damage, expense, failure to perform or delay caused
by accidents, strikes, fire, flood, war, riot, electrical or mechanical or
communication line or facility failures, acts of third parties (including
without limitation any messenger, telephone or delivery service), acts of God,
war, government action, civil commotion, fire, earthquake, or other casualty or
disaster or any other cause or causes which are beyond Custodian's reasonable
control. However, Custodian shall use reasonable efforts to replace Securities
lost or damaged due to such causes with securities of the same class and issue
with all rights and privileges pertaining thereto. Custodian shall be liable to
Principal for any loss which shall occur as the result of the failure of a
Sub-Custodian to exercise reasonable care with respect to the safekeeping of
assets to the same extent that Custodian would be liable to Principal if
Custodian were holding such securities and cash in its own premises.
In the event of a loss of investments for which Custodian is responsible under
the terms of this Agreement, Custodian shall replace such investment, or in the
event that such replacement cannont be effected, Custodian shall pay to the
affected Portfolio the fair market value of such investment based on the last
available price as of the close of business in the relevant market on the date
that a claim was first made to the Custodian with respect to such loss or such
other amount as shall be agreed by the parties.
15.4. LEGAL PROCEEDINGS
15.4.1. Custodian shall not be required to appear in or defend any legal
proceedings with respect to the Account or the Securities unless Custodian has
been indemnified to its reasonable satisfaction against loss and expense
(including reasonable attorneys' fees).
15.4.2. With respect to legal proceedings, Custodian may consult with counsel
acceptable to it after written notification to Principal concerning its duties
and responsibilities under this Agreement, and shall not be liable for any
action taken or not taken in good faith on the advice of such counsel.
15.4.3. To the extent permissible by law or regulation and upon Principal's
request, the Principal shall be subrogated to the rights of the Custodian with
respect to any claim for any loss, damage or claim suffered by Principal, in
each case to the extent that the Custodian fails to pursue any such claim or
Principal is not made whole in respect of such loss, damage or claim.
16. INDEMNITIES AND LIMITATION OF LIABILITY
16.1. In addition to the indemnification provisions contained in this
Agreement, Principal agrees to indemnify, defend and hold harmless Custodian
from all liabilities, claims demands, losses and costs including, without
limitation, reasonable attorneys' fees and expenses of legal proceedings
("Claims") resulting from Custodian's reasonable reliance on instructions
received from Principal and the terms of this Agreement. Neither Custodian, nor
any of its affiliates, shall be indemnified against any liability (or any
expenses incident to such liability) caused by Custodian's or its affiliates'
own willful misfeasance, bad faith, negligence or reckless disregard in the
performance of Custodian's or its affiliates' activities under this Agreement.
The provisions of this Paragraph 17 shall survive termination of this
Agreement.
16.2. The Custodian agrees to indemnify Principal and each Portfolio from all
Claims as defined in Section 17.1 that a Portfolio may sustain or incur or that
may be asserted against a Portfolio arising directly or indirectly out of any
action taken or omitted to be taken by Custodian, any Sub-Custodian and any
nominee thereof as a result of such 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 performance of its duties under
this Agreement (or any sub-custody agreement). Neither Principal, nor any of
its affiliates, shall be indemnified against any liability (or any expenses
incident to such liability) caused by Principal's or
Page 12
[C] Union Bank, N.A. (2013_0327)
its affiliates' own willful misfeasance, bad faith, negligence or reckless
disregard in the performance of Principal's or its affiliates' activities under
this Agreement. The provisions of this Paragraph 17 shall survive termination
of this Agreement.
16.3.
16.4. In all cases,each party's liability under this Agreement shall be limited
to the resulting direct loss, if any, incurred by the other party. Under no
circumstances shall either party be liable for any incidental, consequential,
indirect, punitive, or special damage which the other party may incur or suffer
in connection with this Agreement.
17. COMPENSATION AND OTHER CHARGES
17.1. COMPENSATION. Principal shall pay Custodian compensation for its services
hereunder as specified in Appendix C and as amended from time to time. Fees
shall accrue and be taken in arrears as specified on the active fee schedule
and charged to the Account unless Principal has requested that it be billed
directly. However, any fees not paid within 60 days of billing will be charged
to the Account.
17.2. EXPENSES. Principal shall reimburse Custodian by debiting the Account
for all reasonable out-of-pocket expenses and processing costs incurred by
Custodian and Global Sub-Custodian Network in the administration of the Account
including, without limitation, reasonable counsel fees incurred by Custodian
pursuant to Subparagraph ERROR! REFERENCE SOURCE NOT FOUND. of this Agreement.
18. AMENDMENT AND TERMINATION
18.1. AMENDMENT. This Agreement may be amended at any time by a written
instrument signed by the parties or by Custodian immediately if required by
applicable law or upon thirty (30) days written notice to Principal.
18.2. TERMINATION. Either party may terminate this Agreement upon 90 days'
written notice. In addition, Either party may terminate this Agreement at any
time (a) for cause, which is a material breach of the Agreement not cured
within 60 days, in which case termination shall be effective upon written
receipt of notice by the non-terminating party, or (b) upon 30 days' written
notice to the other party in the event that either party is adjudged bankrupt
or insolvent, or there shall be commenced against such party a case under any
applicable bankruptcy, insolvence or other similar law now or hereafter in
effect. In addition this Agreement will terminate automatically with respect to
any Portfolio in connection with the liquidation or reorganization of the
Portfolio out of Principal. Upon such termination, Custodian shall deliver or
cause to be delivered the Securities, less any amounts due and owing to
Custodian under this Agreement, to a successor custodian designated by
Principal or, if a successor custodian has not accepted an appointment by the
effective date of termination of the Account, to Principal. Upon completion of
such delivery Custodian shall be discharged of any further liability or
responsibility with respect to the Securities so delivered. In the event that
Securities or other properties remain in the possession of the Custodian after
the date of termination hereof owing to failure of Principal to provide proper
instructions, the Custodian shall be entitled to fair compensation for its
services during such period as the Custodian retains possession of such
securities, funds and other properties and the provisions of this Agreement
relating to the duties and obligations of the Custodian shall remain in full
force and effect. In the event that no proper instructions designating a
successor custodian or alternative arrangements shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or
trust company, which is a "bank" as defined in the Act of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown by its
last published report, of not less than $25,000,000, all Securities held by the
Custodian on behalf of Principal and all instruments held by the Custodian
relative thereto held by it under this Agreement on behalf of Principal, and to
transfer to an account of such successor custodian all of the Securities held
in an Account. Thereafter, such bank or trust company shall be the successor of
the Custodian under this Agreement. All expenses associated with the transfer
of custody hereunder upon termination hereof shall be borne by the Principal
(except as may be specifically agreed in writing by the parties in relation to
special arrangements).
Page 13
[C] Union Bank, N.A. (2013_0327)
19. SUCCESSORS
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their successors in interest. This Agreement may not be assigned by
either party, nor may the duties of either party hereunder be delegated,
without the prior written consent of the other party.
20. GOVERNING LAW
The validity, construction, and administration of this Agreement shall be
governed by the applicable laws of the United States from time to time in force
and effect and, to the extent not preempted by such laws of the United States,
by the laws of the State of California from time to time in force and effect.
Any action or proceeding to enforce, interpret or adjudicate the rights and
responsibilities of the parties hereunder shall be commenced in the State or
Federal courts located in the State of California.
21. NOTICES
Except as otherwise specified herein, all notices, requests, demands and other
communications under this Agreement shall be signed and in writing and shall be
deemed as having been duly given on the date of service, if served personally
on the party to whom notice is to be given, or on the fifth (5) day after
mailing, if mailed to the party to whom notice is to be given and properly
addressed as follows:
To Principal: The Advisors' Inner Circle Fund III
c/o SEI Investments, Inc.
0 Xxxxxxx Xxxxxx Xxxxx, Xxxx XX 00000
To Custodian: Union Bank, N.A.
000 Xxxxxxxxxx Xxxxxx, 0(xx) Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxx, Vice President
Facsimile: (000) 000-0000
Email: XXXX_XXXXX_0@XXXXXXXXX.XXX
This agreement and any amendment, notice or other document required to be
signed and in writing under this Agreement may be delivered by personal service
or U.S first class mail postage prepaid or via fax provided that any notice or
other writing sent by fax shall also be mailed, postage prepaid, to the party
to whom such notice is addressed, email with an imaged or scanned attachment
(such as a .PDF), or similar electronic transmission with electronic signature
through Union Bank's online secure messaging service pursuant to security
protocols established and agreed by the parties, unless otherwise specified
herein. Signatures delivered via fax, email, or similar electronic transmission
shall be effective as original signatures in binding the parties and shall be
effective upon receipt.
Periodic communications related to foreign currencies and global market updates
will be available to authorized parties through Union Bank's secure messaging
service.
22. CONFIDENTIALITY
All non-public information and advice furnished by either party to the other
shall be treated as confidential and will not be disclosed to third parties
without the prior consent of such providing party or unless required by law,
except that Union Bank may disclose any information to any government regulator
of Union Bank or the Affiliated Entities as required by law.
23. EFFECTIVE DATE
This Agreement shall be effective as of the date appearing below, and shall
supersede any prior or existing agreements between the parties pertaining to
the subject matter hereof.
24. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument. This Agreement and all exhibits,
Page 14
[C] Union Bank, N.A. (2013_0327)
appendices, attachments and amendments hereto may be reproduced by any
reasonable means. The parties hereto each agree that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of
business, and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.
25. MISCELLANEOUS
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof. This Agreement
embodies the entire agreement and understanding between the parties and
supersedes all prior agreements and understandings relating to the subject
matter hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
BY PRINCIPAL: ACCEPTED: UNION BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------ --------------------------
Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: VP & Secretary Title: Vice President
Date: 02/20/2014 Date: 02/19/2014
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx
Title: VP & Assistant Secretary Title: Senior Vice President
Date: 02/20/2014 Date: 02/19/2014
Page 15
[C] Union Bank, N.A. (2013_0327)
SCHEDULE I
TO THE
CUSTODIAN AGREEMENT
BY AND BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
and
UNION BANK, N.A.
DATE: FEBRUARY 19, 2014
NAMES OF FUNDS
NorthPointe Micro Cap Equity Fund
NorthPointe Small Cap Growth Fund
NorthPointe Small Cap Value Fund
NorthPointe Large Cap Value Fund
By: The Advisors' Inner Circle Fund III By: Union Bank, N.A., "Custodian"
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------------ ---------------------------------
Authorized Signature Authorized Signature
Xxxxxx X. Xxxxxxxxxx, VP & Secretary Xxxxxxx X. Xxxxx, VP
------------------------------------ ---------------------------------
Name & Title Name & Title
02/20/2014 02/19/2014
------------------------------------ ---------------------------------
Date Date
Page 2
[C] Union Bank, N.A. (2013_0327)
GLOBAL MATRIX [UNION BANK LOGO]
INSTITUTIONAL TRUST & CUSTODY SERVICES
Effective January 1, 2014
------------------------------------------------------------------------------------------------------------------------------------
TRANSACTION FEES/CUSTODY FEES
------------------------------------------------------------------------------------------------------------------------------------
Waived $20 $25 $30 $35 $50 $55 $60 $75
..004% USA
------------------------------------------------------------------------------------------------------------------------------------
..01% Canada
------------------------------------------------------------------------------------------------------------------------------------
Euroclear
..02% France
Germany
UK
------------------------------------------------------------------------------------------------------------------------------------
Australia
Hong Kong Netherlands
..03% Japan Finland Ireland Sweden New Zealand
Italy
Singapore
Swizterland
------------------------------------------------------------------------------------------------------------------------------------
Austria
Dep. Belgium
05% Ineliig/ So. Africa Spain Denmark
Phys Korea
Norway
------------------------------------------------------------------------------------------------------------------------------------
..07% Brazil Portugal
Mexico
------------------------------------------------------------------------------------------------------------------------------------
India
..10% Malaysia Turkey Philippines
Thailand Poland
Taiwan
------------------------------------------------------------------------------------------------------------------------------------
Estonia Indonesia
..15% Greece Iceland Shanghai
Israel Shenzhen
------------------------------------------------------------------------------------------------------------------------------------
Czech Rep
..20% Lithuania Hungary
------------------------------------------------------------------------------------------------------------------------------------
Argentina Bermuda
..25% Cyprus Chile
Peru
------------------------------------------------------------------------------------------------------------------------------------
..30%
------------------------------------------------------------------------------------------------------------------------------------
..35% Namibia
Nigeria
------------------------------------------------------------------------------------------------------------------------------------
..40% Latvia
Slovenia
------------------------------------------------------------------------------------------------------------------------------------
..45%
------------------------------------------------------------------------------------------------------------------------------------
..50% Tunisia
------------------------------------------------------------------------------------------------------------------------------------
..60%
------------------------------------------------------------------------------------------------------------------------------------
..70%
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
TRANSACTION FEES/CUSTODY FEES
------------------------------------------------------------------------------------------------------------------------------------
$100 $115 $125 $135 $140 $145 $150 $155
..004%
------------------------------------------------------------------------------------------------------------------------------------
..01%
------------------------------------------------------------------------------------------------------------------------------------
..02%
------------------------------------------------------------------------------------------------------------------------------------
..03%
------------------------------------------------------------------------------------------------------------------------------------
05%
------------------------------------------------------------------------------------------------------------------------------------
..07%
------------------------------------------------------------------------------------------------------------------------------------
..10%
------------------------------------------------------------------------------------------------------------------------------------
..15%
------------------------------------------------------------------------------------------------------------------------------------
..20% Sri Lanka
------------------------------------------------------------------------------------------------------------------------------------
..25%
------------------------------------------------------------------------------------------------------------------------------------
Slovak
..30% Republic
------------------------------------------------------------------------------------------------------------------------------------
..35% Croatia Mauritius
Egypt
------------------------------------------------------------------------------------------------------------------------------------
..40% Pakistan Morocco Tanzania
------------------------------------------------------------------------------------------------------------------------------------
Bulgaria Vietnam
..45% Zambia Jordan Venezuela
Zimbabwe
------------------------------------------------------------------------------------------------------------------------------------
Colombia
..50% Ecuador Ghana
Romania Serbia Botswana Kenya Mali Bangldsh
Russia UAE
------------------------------------------------------------------------------------------------------------------------------------
..60% Uruguay
------------------------------------------------------------------------------------------------------------------------------------
..70% Ukraine
------------------------------------------------------------------------------------------------------------------------------------
Client Initials /s/ DMD
1 of 2
GLOBAL MATRIX [UNION BANK LOGO]
INSTITUTIONAL TRUST & CUSTODY SERVICES
Effective January 1, 2012
ITEMIZED FEES
Third-Party FX $35
Federal Reserve System Wires $10
Options Contracts (written, exercised or expired) $10
Principal Pay-Downs $ 3
Minimum Annual Fee*:
Domestic Portfolio(s) $ 5,000
International Portfolio(s) $10,000
Option Collateral Accounts $ 2,500
Tri-Party Collateral Accounts $ 2,500**
Free Receipt of initial transfer of assets to Union Bank. Waived
Class Action Services 6% of recovered fees
DISCLOSURES
MARKET VALUE USED FOR FEE CALCULATIONS ON FEE INVOICES MAY DIFFER SLIGHTLY FROM
MARKET VALUES ON CLIENT STATEMENTS DUE TO POSTING OF ACCRUALS, LATE PRICING OF
SECURITIES AND/OR OTHER TIMING ISSUES.
A TRANSACTION IS DEFINED AS ANY ACTIVITY AFFECTING ASSETS INCLUDING PURCHASES,
SALES, TENDER OFFERS, STOCK DIVIDENDS, FREE DELIVERIES, MATURITIES, EXCHANGES,
REDEMPTIONS, ETC. FEES FOR FOREIGN SECURITIES, FOREIGN EXCHANGE TRANSACTIONS,
INTERNATIONAL WIRES, AND NON-STANDARD SERVICES ARE QUOTED SEPARATELY. UNION
BANK RETAINS THE RIGHT TO CHARGE SPECIAL FEES FOR EXTRAORDINARY SERVICES NOT
COVERED IN THIS FEE SCHEDULE.
CERTAIN UNIQUE MARKET COSTS, TAX RECLAIMS, PROXIES, ETC. MAY BE TREATED AS
OUT-OF-POCKET EXPENSES.
YOU MAY BE ASSESSED AN OVERDRAFT CHARGE FOR ANY NEGATIVE BALANCE IN YOUR
ACCOUNT, PROVIDED SUCH ADVANCE OR OVERDRAFT IS NOT RELATED TO BANK ERRORS OR
OMISSIONS. THE CURRENT RATE WILL BE PROVIDED AT TIME OF ACCOUNT OPENING AND MAY
BE SUBJECT TO CHANGE UPON NOTIFICATION. PLEASE SEE YOUR ACCOUNT AGREEMENT FOR
ADDITIONAL INFORMATION.
FEES ARE INVOICED MONTHLY UNLESS OTHERWISE AGREED. THIS FEE SCHEDULE IS SUBJECT
TO CHANGE UPON THIRTY (30) DAYS WRITTEN NOTICE
*INCLUDES CASH SWEEP
**REQUIRES SEPARATE FEE SCHEDULE
ACKNOWLEDGMENT
Advisors' Inner Circle Funds III
----------------------------------
Client Name
/s/ Xxxxxx Xxxxxxxxxx 02/20/2014
---------------------------------- ---------------------------
Authorized Client Representative Date
/s/ Xxxxxxx Xxxxx 02/21/2014
---------------------------------- ---------------------------
Union Bank Representative Date
2 of 2
