EXHIBIT (g)(1)
CUSTODY AGREEMENT
BETWEEN
THE HUNTINGTON NATIONAL BANK
AND
COVENTRY GROUP
TABLE OF CONTENTS
Definitions 1
ARTICLE II - Appointment; Acceptance; and Furnishing of Documents
II. A. Appointment of Custodian. 2
II. B. Acceptance of Custodian. 2
II. C. Documents to be Furnished. 2
II. D. Notice of Appointment of Dividend and Transfer Agent. 2
ARTICLE III - Receipt of Trust Assets
III. A. Delivery of Moneys. 2
III. B. Delivery of Securities. 2
III. C. Payments for Shares. 3
III. D. Duties Upon Receipt. 3
ARTICLE IV - Disbursement of Trust Assets
IV. A. Declaration of Dividends by Trust. 3
IV. B. Segregation of Redemption Proceeds. 3
IV. C. Disbursements of Custodian. 3
IV. D. Payment of Custodian Fees. 3
ARTICLE V - Custody of Trust Assets
V. A. Separate Accounts for Each Fund. 3
V. B. Segregation of Non-Cash Assets. 3
V. C. Securities in Bearer and Registered Form. 3
V. D. Duties of Custodian as to Securities. 3
V. E. Certain Actions Upon Written Instructions. 4
V. F. Custodian to Deliver Proxy Materials. 4
V. G. Custodian to Deliver Tender Offer Information. 4
V. H. Custodian to Deliver Security and Transaction Information. 4
ARTICLE VI - Purchase and Sale of Securities
VI. A. Purchase of Securities. 5
VI. B. Sale of Securities. 5
VI. C. Delivery Versus Payment for Purchases and Sales. 5
VI. D. Payment on Settlement Date. 5
VI. E. Segregated Accounts. 5
VI. F. Advances for Settlement. 6
ARTICLE VII - Trust Indebtedness
VII. A. Borrowings. 6
VII. B. Advances. 6
ARTICLE VIII - Concerning the Custodian
VIII. A. Limitations on Liability of Custodian. 6
VIII. B. Actions not Required by Custodian. 7
VIII. C. No Duty to Collect Amounts Due From Dividend and Transfer Agent. 7
VIII. D. No Enforcement Actions. 8
VIII. E. Authority to Use Agents and Sub-Custodians. 8
VIII. F. No Duty to Supervise Investments. 8
VIII. G. All Records Confidential. 8
VIII. H. Compensation of Custodian. 8
VIII. I. Reliance Upon Instructions. 8
VIII. J. Books and Records. 8
VIII. K. Internal Accounting Control Systems. 8
VIII. L. No Management of Assets by Custodian. 8
VIII. M. Assistance to Trust. 9
ARTICLE IX - Termination
IX. A. Termination. 9
IX. B. Failure to Designate Successor Custodian. 9
ARTICLE X - Force Majeure
ARTICLE XI - Miscellaneous
XI. A. Designation of Authorized Persons. 9
XI. B. Limitation of Personal Liability. 9
XI. C. Authorization By Board. 10
XI. D. Custodian's Consent to Use of Its Name. 10
XI. E. Notices to Custodian. 10
XI. F. Notices to Trust. 10
XI. G. Amendments In Writing. 10
XI. H. Successors and Assigns. 10
XI. I. Governing Law. 10
XI. J. Jurisdiction. 10
XI. K. Counterparts. 10
XI. L. Headings. 10
APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E
CUSTODY AGREEMENT
This agreement (the "Agreement") is entered into as of the 1st day of
July, 2002, by and between Coventry Group, a Massachusetts business trust (the
"Trust") and The Huntington National Bank, (the "Custodian"), a national banking
association having its principal office at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx
00000.
WHEREAS, the Trust and the Custodian desire to enter into this Agreement
to provide for the custody and safekeeping of the assets of the Trust as
required by the Act (as hereafter defined).
THEREFORE, in consideration of the mutual promises hereinafter set
forth, the Trust and the Custodian agree as follows:
DEFINITIONS
The following words and phrases, when used in this Agreement, unless the
context otherwise requires, shall have the following meanings:
Act - the Investment Company Act of 1940, as amended.
1934 Act - the Securities and Exchange Act of 1934, as amended.
Authorized Person - any person, whether or not any such person is an
officer or employee of the Trust, who is duly authorized by the Board of
Trustees of the Trust to give Oral Instructions and Written Instructions on
behalf of the Trust or any Fund, and named in Appendix A attached hereto and as
amended from time to time by resolution of the Board of Trustees, certified by
an Officer, and received by the Custodian.
Board of Trustees - the Trustees from time to time serving under the
Trust's Agreement and Declaration of Trust, as from time to time amended.
Book-Entry System - a federal book-entry system as provided in Subpart O
of Treasury Circular Xx. 000, 00 XXX 306, in Subpart B of 31 CFT Part 350, or in
such book-entry regulations of federal agencies as are substantially in the form
of Subpart O.
Business Day - 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 any fund.
Depository - The Depository Trust Company ("DTC"), a limited purpose
trust company, its successor(s) and its nominee(s). Depository shall include any
other clearing agency registered with the SEC under Section 17A of 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 provided that the 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 Funds.
Dividend and Transfer Agent - the dividend and transfer agent appointed,
from time to time, pursuant to a written agreement between the dividend and
transfer agent and the Trust.
Foreign Securities - a) securities issued and sold primarily outside of
the United States by a foreign government, a national of any foreign country, or
a trust or other organization incorporated or organized under the laws of any
foreign country or; b) securities issued or guaranteed by the government of the
United States, by any state, by any political subdivision or agency thereof, or
by any entity organized under the laws of the United States or of any state
thereof, which have been issued and sold primarily outside of the United States.
Fund - each series of the Trust listed in Appendix B and any additional
series added pursuant to Proper Instructions. A series is individually referred
to as a "Fund" and collectively referred to as the "Funds."
Money Market Security - debt obligations issued or guaranteed as to
principal and/or interest by the government of the United States or agencies or
instrumentalities thereof, commercial paper, obligations (including certificates
of deposit, bankers' acceptances, repurchase agreements and reverse repurchase
agreements with respect to the same), and time deposits of domestic banks and
thrift institutions whose deposits are insured by the Federal Deposit Insurance
Corporation, and short-term corporate obligations where the purchase and sale of
such securities normally require settlement in federal funds or their equivalent
on the same day as such purchase and sale, all of which mature in not more than
thirteen (13) months.
NASD - the National Association of Securities Dealers, Inc.
Officer - the Chairman, President, Secretary, Treasurer, any Vice
President, Assistant Secretary or Assistant Treasurer of the Trust.
Oral Instructions - instructions orally transmitted to and received by
the Custodian from an Authorized Person (or from a person that the Custodian
reasonably believes in good faith to be an Authorized Person) and confirmed by
Written Instructions in such a manner that such Written Instructions are
received by the Custodian on the Business Day immediately following receipt of
such Oral Instructions.
Proper Instructions - Oral Instructions or Written Instructions. Proper
Instructions may be continuing Written Instructions when deemed appropriate by
both parties.
Prospectus - With respect to each Fund, the Fund's then currently
effective prospectus and Statement of Additional Information, as filed with and
declared effective from time to time by the Securities and Exchange Commission.
Security or Securities - Money Market Securities, common stock,
preferred stock, options, financial futures, bonds, notes, debentures, corporate
debt securities, mortgages, 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 interest therein, or any similar property or assets, including
securities of any registered investment company, that the Custodian has the
facilities to clear and to service.
SEC - the Securities and Exchange Commission of the United States of
America.
Shares - with respect to a Fund, the units of beneficial interest issued
by the Trust on account of such Fund.
Trust - the business trust organized under the laws of Massachusetts
which is an open-end management investment company registered under the Act.
Written Instructions - communications in writing actually received by
the Custodian from an Authorized Person. A communication in writing includes a
communication by facsimile, telex or between electro-mechanical or electronic
devices (where the use of such devices have been approved by resolution of the
Board of Trustees and the resolution is certified by an Officer and delivered to
the Custodian). All written communications shall be directed to the Custodian,
attention: Institutional Trust Custody Group.
ARTICLE II
APPOINTMENT; ACCEPTANCE; AND FURNISHING OF DOCUMENTS
II. A. Appointment of Custodian. The Trust hereby constitutes
and appoints the Custodian as custodian of all Securities and cash owned by each
Fund at any time during the term of this Agreement.
II. B. Acceptance of Custodian. The Custodian hereby accepts
appointment as such custodian and agrees to perform the duties thereof as
hereinafter set forth.
II. C. 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:
1.) A copy of the Declaration of Trust of the Trust
certified by the Secretary.
2.) A copy of the By-Laws of the Trust certified by
the Secretary.
3.) A copy of the resolution of the Board of
Trustees of the Trust appointing the Custodian,
certified by the Secretary.
4.) A copy of the then current Prospectuses.
5.) A Certificate of the President and Secretary of
the Trust setting forth the names and signatures
of all Authorized Persons.
II. D. 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.
ARTICLE III
RECEIPT OF TRUST ASSETS
III. A. Delivery of Moneys. During the term of this Agreement,
the Trust will deliver or cause to be delivered to the Custodian all moneys to
be held by the Custodian for the account of any Fund. The Custodian shall be
entitled to reverse any deposits made on any Fund's behalf where such deposits
have been entered and moneys are not finally collected within 20 days of the
making of such entry.
III. B. Delivery of Securities. During the term of this
Agreement, the Trust will deliver or cause to be delivered to the Custodian all
Securities to be held by the Custodian for the account of any Fund. The
Custodian will not have any duties or responsibilities with respect to such
Securities until actually received by the Custodian. The Custodian is hereby
authorized by the Trust, acting on behalf of a Fund, to actually deposit any
assets of the Fund in the Book-Entry System or in a Depository, provided,
however, that the Custodian shall always be accountable to the Trust for the
assets of the Fund so deposited. Assets deposited in the Book-Entry System or
the Depository will be represented in accounts which include only assets held by
the Custodian for customers, including but not limited to accounts in which the
Custodian acts in a fiduciary or representative capacity.
III. C. Payments for Shares. As and when received, the Custodian
shall deposit to the account(s) of a Fund any and all payments for Shares of
that Fund issued or sold from time to time as they are received from the Trust's
2
distributor or Dividend and Transfer Agent or from the Trust itself.
III. D. Duties Upon Receipt. The Custodian shall not be
responsible for any Securities, moneys or other assets of any Fund until
actually received.
ARTICLE IV
DISBURSEMENT OF TRUST ASSETS
IV. A. Declaration of Dividends by Trust. The Trust shall
furnish to the Custodian a copy of the resolution of the Board of Trustees of
the Trust, certified by the Trust's Secretary, either (i) setting forth the date
of the declaration of any dividend or distribution in respect of Shares of any
Fund of the Trust, the date of payment thereof, the record date as of which the
Fund shareholders entitled to payment shall be determined, the amount payable
per share to Fund shareholders of record as of that date, and the total amount
to be paid by the Dividend and Transfer Agent on the payment date, or (ii)
authorizing the declaration of dividends and distributions in respect of Shares
of a Fund on a daily basis and authorizing the Custodian to rely on Written
Instructions setting forth the date of the declaration of any such dividend or
distribution, the date of payment thereof, the record date as of which the Fund
shareholders entitled to payment shall be determined, the amount payable per
share to Fund shareholders of record as of that date, and the total amount to be
paid by the Dividend and Transfer Agent on the payment date.
On the payment date specified in the resolution or Written Instructions
described above, the Custodian shall segregate such amounts from moneys held for
the account of the Fund so that they are available for such payment.
IV. B. Segregation of Redemption Proceeds. Upon receipt of
Proper Instructions so directing it, the Custodian shall segregate amounts
necessary for the payment of redemption proceeds to be made by the Dividend and
Transfer Agent from moneys held for the account of the Fund so that they are
available for such payment.
IV. C. Disbursements of Custodian. Upon receipt of a Written
Instruction directing payment and setting forth the name and address of the
person to whom such payment is to be made, the amount of such payment, the name
of the Fund from which payment is to be made, and the purpose for which payment
is to be made, the Custodian shall disburse amounts as and when directed from
the assets of that Fund. The Custodian is authorized to rely on such directions
and shall be under no obligation to inquire as to the propriety of such
directions.
IV. D. Payment of Custodian Fees. Upon receipt of Written
Instructions directing payment, the Custodian shall disburse moneys from the
assets of the Trust in payment of the Custodian's fees and expenses as provided
in Article VIII hereof.
ARTICLE V
CUSTODY OF TRUST ASSETS
V. A. Separate Accounts for Each Fund. As to each Fund, the
Custodian shall open and maintain a separate bank account or accounts in the
United States in the name of the Trust coupled with the name of such Fund,
subject only to draft or order by the Custodian acting pursuant to the terms of
this Agreement, and shall hold all cash received by it from or for the account
of the Fund, other than cash maintained by the Fund in a bank account
established and used by the Fund in accordance with Rule 17f-3 under the Act.
Moneys held by the Custodian on behalf of a Fund may be deposited by the
Custodian to its credit as Custodian in the banking department of the Custodian.
Such moneys shall be deposited by the Custodian in its capacity as such, and
shall be withdrawable by the Custodian only in such capacity.
V. B. Segregation of Non-Cash Assets. All Securities and
non-cash property held by the Custodian for the account of a Fund (other than
Securities maintained in a 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.
V. C. Securities in Bearer and Registered Form. All Securities
held which are issued or issuable only in bearer form, shall be held by the
Custodian in that form; all other Securities held for a Fund may be registered
in the name of the Custodian, any sub-custodian appointed in accordance with
this Agreement, or the nominee of any of them. The Trust agrees to furnish to
the Custodian appropriate instruments to enable the Custodian to hold, or
deliver in proper form for transfer, any Securities that it may hold for the
account of any Fund and which may, from time to time, be registered in the name
of a Fund.
V. D. Duties of Custodian as to Securities. Unless otherwise
instructed by the Trust, with respect to all Securities held for the Trust, the
Custodian shall on a timely basis (concerning items 1 and 2 below, as defined in
the Custodian's Mutual Fund Custody Model, as amended from time to time, annexed
hereto as Appendix D):
1.) Collect all income due and payable with
respect to such Securities;
2.) Present for payment and collect amounts
payable upon all Securities which may
mature or be called, redeemed, or
retired, or otherwise become payable;
3
3.) Surrender interim receipts or Securities
in temporary form for Securities in
definitive form; and
4.) 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, including any
foreign taxing authority, now or
hereafter in effect.
V.E. Certain Actions Upon Written Instructions. Upon receipt
of a Written Instructions and not otherwise, the Custodian shall:
1.) Execute and deliver to such persons as
may be designated in such Written
Instructions proxies, consents,
authorizations, and any other
instruments whereby the authority of the
Trust as beneficial owner of any
Securities may be exercised;
2.) Deliver any Securities in exchange for
other Securities or cash issued or paid
in connection with the liquidation,
reorganization, refinancing, merger,
consolidation, or recapitalization of
any corporation, or the exercise of any
conversion privilege;
3.) Deliver any Securities to any protective
committee, reorganization committee, or
other person in connection with the
reorganization, refinancing, merger,
consolidation, recapitalization, or sale
of assets of any corporation, and
receive and hold under the terms of this
Agreement such certificates of deposit,
interim receipts or other instruments or
documents as may be issued to it to
evidence such delivery;
4.) Make such transfers or exchanges of the
assets of any Fund and take such other
steps as shall be stated in the Written
Instructions to be for the purpose of
effectuating any duly authorized plan of
liquidation, reorganization, merger,
consolidation or recapitalization of the
Trust; and
5.) Deliver any Securities held for any Fund
to the depository agent for tender or
other similar offers.
V. F. Custodian to Deliver Proxy Materials. The Custodian
shall promptly deliver to the Trust all notices, proxy material and executed but
unvoted proxies pertaining to shareholder meetings of Securities held by any
Fund. The Custodian shall not vote or authorize the voting of any Securities or
give any consent, waiver or approval with respect thereto unless so directed by
Written Instructions.
V. G. Custodian to Deliver Tender Offer Information. The
Custodian shall promptly deliver to the Trust all information received by the
Custodian and pertaining to Securities held by any Fund with respect to tender
or exchange offers, calls for redemption or purchase, or expiration of rights as
described in the Mutual Fund Custody Model attached as Appendix D. 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.
V. H. Custodian to Deliver Security and Transaction Information. On
each Business Day that the Federal Reserve Bank is open, the Custodian shall
furnish the Trust with a detailed statement of monies held for the Fund under
this Agreement and with confirmations and a summary of all transfers to or from
the account of the Fund. At least monthly and from time to time, the Custodian
shall furnish the Trust with a detailed statement of the Securities held for the
Fund under this Agreement. Where Securities are transferred to the account of
the Fund without physical delivery, the Custodian shall also identify as
belonging to the Fund a quantity of Securities in a fungible bulk of Securities
registered in the name of the Custodian (or its nominee) or shown on the
Custodian's account on the books of the Book-Entry System or the Depository.
With respect to information provided by this section, it shall not be necessary
for the Custodian to provide notice as described by Article XI Section F.
Notices to Trust; it shall be sufficient to communicate by such means as shall
be mutually agreeable to the Trust and the Custodian.
ARTICLE VI
PURCHASE AND SALE OF SECURITIES
VI. A. Purchase of Securities. Promptly after each purchase of
Securities by the Trust, the Trust shall deliver to the Custodian (i) with
respect to each purchase of Securities which are not Money Market Securities,
Written Instructions, and (ii) with respect to each purchase of Money Market
Securities, Proper Instructions, specifying with respect to each such purchase
the;
1.) name of the issuer and the title of the
Securities
4
2.) the number of shares, principal amount purchased
(and accrued interest, if any) or other units
purchased,
3.) date of purchase and settlement,
4.) purchase price per unit,
5.) total amount payable,
6.) name of the person from whom, or the broker
through which, the purchase was made,
7.) the name of the person to whom such amount is
payable, and
8.) the Fund for which the purchase was made
The Custodian shall, against receipt of Securities purchased by or for the
Trust, pay out of the moneys held for the account of such Fund the total amount
specified in the Written Instructions, or Oral Instructions, if applicable, 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 a Fund, if in the
relevant Fund custody account there is insufficient cash available to the Fund
for which such purchase was made. With respect to any repurchase agreement
transaction for the Funds, the Custodian shall assure that the collateral
reflected on the transaction advice is received by the Custodian.
VI. B. Sale of Securities. Promptly after each sale of
Securities by a Fund, the Trust shall deliver to the Custodian (i) with respect
to each sale of Securities which are not Money Market Securities, Written
Instructions, and (ii) with respect to each sale of Money Market Securities,
Proper Instructions, specifying with respect to each such sale the:
1.) name of the issuer and the title of the
Securities
2.) number of shares, principal amount sold (and
accrued interest, if any) or other units sold,
3.) date of sale and settlement,
4.) sale price per unit,
5.) total amount receivable,
6.) name of the person to whom, or the broker
through which, the sale was made,
7.) name of the person to whom such Securities are
to be delivered, and
8.) Fund for which the sale was made
The Custodian shall deliver the Securities against receipt of the total amount
specified in the Written Instructions, or Oral Instructions, if applicable.
VI. C. Delivery Versus Payment for Purchases and Sales.
Purchases and sales of Securities effected by the Custodian will be made on a
delivery versus payment basis. The Custodian may, in its sole discretion, upon
receipt of Written Instructions, elect to settle a purchase or sale transaction
in some other manner, but only upon receipt of acceptable indemnification from
the Fund.
VI. D. Payment on Settlement Date. On contractual settlement
date, the account of the Fund will be charged for all purchased Securities
settling on that day, regardless of whether or not delivery is made. Likewise,
on contractual settlement date, proceeds from the sale of Securities settling
that day will be credited to the account of the Fund, irrespective of delivery.
Exceptions to contractual settlement on purchases and sales, that will continue
to settle delivery versus payment, include real estate, venture capital,
international trades, open-ended mutual funds, non standard depository
settlements and in-kind trades.
VI. E. Segregated Accounts. The Custodian shall, upon receipt
of Proper Instructions so directing it, establish and maintain a segregated
account or accounts for and on behalf of a Fund. Cash and/or Securities may be
transferred into such account or accounts for specific purposes, to-wit:
1.) in accordance with the provision of any
agreement among the Trust, the Custodian, and a
broker-dealer registered under the 1934 Act, and
also 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
Corporation and of any registered national
securities exchange, the Commodity Futures
Trading Commission, any registered contract
market, or any similar organization or
organizations requiring escrow or other similar
arrangements in connection with transactions by
the Fund;
2.) for purposes of segregating cash or Securities
in connection with options purchased, sold, or
written by the Fund or commodity futures
contracts or options thereon purchased or sold
by the Fund;
3.) for the purpose of compliance by the Fund with
the procedures required for reverse repurchase
agreements, firm commitment agreements, standby
commitment agreements, short sales, or any other
securities by Act Release No. 10666, or
5
any subsequent release or releases or rule of
the SEC relating to the maintenance of
segregated accounts by registered investment
companies;
4.) for the purpose of segregating collateral for
loans of Securities made by the Fund; and
5.) for other proper corporate purposes, but only
upon receipt of, in addition to Proper
Instructions, a copy of a resolution of the
Board of Trustees, certified by an Officer,
setting forth the purposes of such segregated
account.
Each segregated account established hereunder shall be established and
maintained for a single Fund only. All Proper Instructions relating to a
segregated account shall specify the Fund involved.
VI. F. Advances for Settlement. Except as otherwise may be
agreed upon by the parties hereto, the Custodian shall not be required to comply
with any Written Instructions to settle the purchase of any Securities on behalf
of a Fund unless there is sufficient cash in the account(s) pertaining to such
Fund at the time or to settle the sale of any Securities from such an account(s)
unless such Securities are in deliverable form. Notwithstanding the foregoing,
if the purchase price of such Securities exceeds the amount of cash in the
account(s) at the time of such purchase, the Custodian may, in its sole
discretion, advance the amount of the difference in order to settle the purchase
of such Securities. The amount of any such advance shall be deemed a loan from
the Custodian to the Trust payable on demand and bearing interest accruing from
the date such loan is made up to but not including the date such loan is repaid
at the rate per annum customarily charged by the Custodian on similar loans.
ARTICLE VII
TRUST INDEBTEDNESS
VII. A. Borrowings. In connection with any borrowings by the
Trust, the Trust will cause to be delivered to the Custodian by a bank or broker
requiring Securities as collateral for such borrowings (including the Custodian
if the borrowing is from the Custodian), a notice or undertaking in the form
currently employed by such bank or broker setting forth the amount of
collateral. The Trust shall promptly deliver to the Custodian Written
Instructions specifying with respect to each such borrowing: (a) the name of the
bank or broker, (b) the amount and terms of the borrowing, which may be set
forth by incorporating by reference an attached promissory note duly endorsed by
the Trust, or a loan agreement, (c) the date, and time if known, on which the
loan is to be entered into, (d) the date on which the loan becomes due and
payable, (e) the total amount payable to the Trust on the borrowing date, and
(f) the description of the Securities securing the loan, including the name of
the issuer, the title and the number of shares or other units or the principal
amount. The Custodian shall deliver on the borrowing date specified in the
Written Instructions the required collateral against the lender's delivery of
the total loan amount then payable, provided that the same conforms to that
which is described in the Written Instructions. The Custodian shall deliver, in
the manner directed by the Trust, such Securities as additional collateral, as
may be specified in Written Instructions, to secure further any transaction
described in this Article VII. The Trust shall cause all Securities released
from collateral status to be returned directly to the Custodian and the
Custodian shall receive from time to time such return of collateral as may be
tendered to it.
The Custodian may, at the option of the lender, keep such collateral in
its possession, subject to all rights therein given to the lender because of the
loan. The Custodian may require such reasonable conditions regarding such
collateral and its dealings with third-party lenders as it may deem appropriate.
VII. B. Advances. With respect to any advances of cash made by
the Custodian to or for the benefit of a Fund for any purpose which results in
the Fund incurring an overdraft at the end of any Business Day, such advance
shall be repayable immediately upon demand made by the Custodian at any time.
The Custodian may, in its sole discretion, charge interest accruing from the
date of such overdraft to but not including the date of such repayment at the
rate per annum customarily charged by the Custodian on similar overdrafts.
ARTICLE VIII
CONCERNING THE CUSTODIAN
VIII. A. Limitations on Liability of Custodian. Except as
otherwise provided herein, the Custodian shall not be liable for any loss or
damage, including counsel fees, resulting from its action or omission to act or
otherwise, except for any such loss or damage arising out of its negligence or
willful misconduct. The Trust, on behalf of the Fund and only from assets of the
Fund (or insurance purchased by the Trust with respect to its liabilities on
behalf of the Fund hereunder), shall defend, indemnify and hold harmless the
Custodian and its directors, officers, employees and agents with respect to any
loss, claim, liability or cost (including reasonable attorneys' fees) arising or
alleged to arise from or relating to the Trust's duties hereunder or any other
action or inaction of the Trust or its Trustees, officers, employees or agents,
except such as may arise from the negligent action, negligent omission, willful
misconduct or any breach of this Agreement by the Custodian, its directors,
officers, employees or agents.. The Custodian shall defend, indemnify and
6
hold harmless the Trust and its trustees, officers, employees or agents with
respect to any loss, claim, liability or cost (including reasonable attorneys'
fees) arising or alleged to arise from or relating to the Custodian's duties as
specifically set forth in this agreement with respect to the Fund hereunder or
any other action or inaction of the Custodian or its directors, officers,
employees, agents, nominees, or Sub-Custodians as to the Fund, except such as
may arise from the negligent action, omission or willful misconduct of the
Trust, its trustees, officers, employees, or agents. The Custodian may, with
respect to questions of law apply for and obtain the advice and opinion of
counsel to the Trust at the expense of the Fund, or of its own counsel at its
own expense, and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with the advice or opinion of counsel
to the Trust, and shall be similarly protected with respect to anything done or
omitted by it in good faith in conformity with advice or opinion of its counsel,
unless counsel to the Fund shall, within a reasonable time after being notified
of legal advice received by the Custodian, have a differing interpretation of
such question of law. The Custodian shall be liable to the Trust for any
proximate loss or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or misconduct on the
part of the Custodian or any of its employees, agents, nominees or
Sub-Custodians, but not for any special, incidental, consequential, or punitive
damages; provided, however, that nothing contained herein shall preclude
recovery by the Trust, on behalf of the Fund, of principal and of interest to
the date of recovery on Securities incorrectly omitted from the Fund's account
or penalties imposed on the Trust, in connection with the Fund, for any failures
to deliver Securities. In any case in which one party hereto may be asked to
indemnify the other or hold the other harmless, the party from whom
indemnification is sought (the "Indemnifying Party") shall be advised of all
pertinent facts concerning the situation in question, and the party claiming a
right to indemnification (the "Indemnified Party") will use reasonable care to
identify and notify the Indemnifying Party promptly concerning any situation
which presents or appears to present a claim for indemnification against the
Indemnifying Party. The Indemnifying Party shall have the option to defend the
Indemnified Party against any claim which may be the subject of the
indemnification, and in the event the Indemnifying Party so elects, such defense
shall be conducted by counsel chosen by the Indemnifying Party and satisfactory
to the Indemnified Party and the Indemnifying Party will so notify the
Indemnified Party and thereupon such Indemnifying Party shall take over the
complete defense of the claim and the Indemnifying Party shall sustain no
further legal or other expenses in such situation for which indemnification has
been sought under this paragraph, except the expenses of any additional counsel
retained by the Indemnified Party. In no case shall any party claiming the right
to indemnification confess any claim or make any compromise in any case in which
the other party has been asked to indemnify such party (unless such confession
or compromise is made with such other party's prior written consent. The
provisions of this section VIII. A. shall survive the termination of this
Agreement.
VIII. B. Actions not Required by Custodian. Without limiting the
generality of the foregoing, the Custodian, acting in the capacity of Custodian
hereunder, shall be under no obligation to inquire into, and shall not be liable
for:
1.) The validity of the issue of any
Securities purchased by or for the account of
any Fund, the legality of the purchase thereof,
or the propriety of the amount paid therefor;
2.) The legality of the sale of any
Securities by or for the account of any Fund, or
the propriety of the amount for which the same
are sold;
3.) The legality of the issue or
sale of any Shares of any Fund, or the
sufficiency of the amount to be received
therefor;
4.) The legality of the redemption
of any Shares of any Fund, or the propriety of
the amount to be paid therefor;
5.) The legality of the declaration
or payment of any dividend by the Trust in
respect of Shares of any Fund;
6.) The legality of any borrowing by
the Trust on behalf of the Trust or any Fund,
using Securities as collateral;
7.) Whether the Trust or a 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.
VIII. C. No Duty to Collect Amounts Due From Dividend and
Transfer Agent. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Trust from any Dividend and
Transfer Agent of the Trust nor to take any action to effect payment or
distribution by any Dividend and Transfer Agent of the Trust of any amount paid
by the Custodian to any Dividend and Transfer Agent of the Trust in accordance
with this Agreement.
VIII. D. No Enforcement Actions. Notwithstanding Section D of
Article V, the Custodian shall not be under any duty or obligation to take
action, by legal means or otherwise, to effect collection of any amount, if the
Securities
7
upon which such amount is payable are in default, or if payment is refused after
due demand or presentation, unless and until (i) it shall be directed to take
such action by Written Instructions and (ii) it shall be assured to its
satisfaction (including prepayment thereof) of reimbursement of its costs and
expenses in connection with any such action.
VIII. E. Authority to Use Agents and Sub-Custodians. The Trust
acknowledges and hereby authorizes the Custodian to hold Securities through its
various agents described in Appendix C annexed hereto. In addition, the Trust
acknowledges that the Custodian may appoint one or more financial institutions,
as agent or agents or as sub-custodian or sub-custodians, including, but not
limited to, banking institutions located in foreign countries, for the purpose
of holding Securities and moneys at any time owned by the Fund. The Custodian
shall not be relieved of any obligation or liability under this Agreement in
connection with the appointment or activities of such agents or sub-custodians.
Any such agent or sub-custodian shall be qualified to serve as such for assets
of investment companies registered under the Act. The Funds shall reimburse the
Custodian for all costs incurred by the Custodian in connection with opening
accounts with any such agents or sub-custodians. Upon request, the Custodian
shall promptly forward to the Trust any documents it receives from any agent or
sub-custodian appointed hereunder which may assist trustees of registered
investment companies to fulfill their responsibilities under Rule 17f-5 of the
Act.
VIII. F. No Duty to Supervise Investments. The Custodian shall
not be under any duty or obligation to ascertain whether any Securities at any
time delivered to or held by it for the account of the Trust are such as
properly may be held by the Trust under the provisions of the Declaration of
Trust and the Trust's By-Laws.
VIII. G. All Records Confidential. The Custodian shall treat all
records and other information relating to the Trust and the assets of all Funds
as confidential and shall not disclose any such records or information to any
other person unless (i) the Trust shall have consented thereto in writing or
(ii) such disclosure is compelled by law.
VIII. H. Compensation of Custodian. The Custodian shall be
entitled to receive and the Trust agrees to pay to the Custodian, for the Fund's
account from the Fund's assets only, such compensation as shall be determined
pursuant to Appendix E attached hereto, or as shall be determined pursuant to
amendments to Appendix E as approved by the Custodian and the Trust. The
Custodian shall be entitled to charge against any money held by it for the
accounts of the Fund the amount of any loss, damage, liability or expense,
including counsel fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement as determined by agreement of the Custodian and
the Trust or by the final order of any court or arbitrator having jurisdiction
and as to which all rights of appeal shall have expired. The expenses which the
Custodian may charge against the account of a Fund include, but are not limited
to, the expenses of agents or Sub-Custodians incurred in settling transactions
involving the purchase and sale of Securities of the Fund.
VIII. I. Reliance Upon Instructions. The Custodian shall be
entitled to rely upon any Proper Instructions if such reliance is made in good
faith. The Trust agrees to forward to the Custodian Written Instructions
confirming Oral Instructions in such a manner so that such Written Instructions
are received by the Custodian, whether by hand delivery, telex, facsimile or
otherwise, on the same Business Day on which such Oral Instructions were given.
The Trust agrees that the failure of the Custodian to receive such confirming
instructions shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Trust. The Trust
agrees that the Custodian shall incur no liability to the Trust for acting upon
Oral Instructions given to the Custodian hereunder concerning such transactions.
VIII. J. Books and Records. The Custodian will (i) set up and
maintain proper books of account and complete records of all transactions in the
accounts maintained by the Custodian hereunder in such manner as will meet the
obligations of the Fund under the Act, with particular attention to Section 31
thereof and Rules 3la-1 and 3la-2 thereunder and those records are the property
of the Trust, and (ii) preserve for the periods prescribed by applicable Federal
statute or regulation all records required to be so preserved. All such books
and records shall be the property of the Trust, and shall be available, upon
request, for inspection by duly authorized officers, employees or agents of the
Trust and employees of the SEC.
VIII. K. Internal Accounting Control Systems. The Custodian shall
send to the Trust any report received on the systems of internal accounting
control of the Custodian, or its agents or sub-custodians, as the Trust may
reasonably request from time to time.
VIII. L. No Management of Assets by Custodian. The Custodian
performs only the services of a custodian and shall have no responsibility for
the management, investment or reinvestment of the Securities or other assets
from time to time owned by any Fund. The Custodian is not a selling agent for
Shares of any Fund and performance of its duties as custodian shall not be
deemed to be a recommendation to any Fund's depositors or others of Shares of
the Fund as an investment. 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.
VIII. M. Assistance to Trust. The Custodian shall take all
reasonable action, that the Trust may from time to
8
time request, to assist the Trust in obtaining favorable opinions from the
Trust's independent accountants, with respect to the Custodian's activities
hereunder, in connection with the preparation of the Fund's Form N- IA, Form
N-SAR, or other annual reports to the SEC.
ARTICLE IX
TERMINATION
IX. A. Termination. Either party hereto may terminate this
Agreement for any reason by giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than ninety
(90) days after the date of giving of such notice. If such notice is given by
the Trust, it shall be accompanied by a copy of a resolution of the Board of
Trustees of the Trust, certified by the Secretary of the Trust, electing to
terminate this Agreement and designating a successor custodian or custodians
each of which shall be a bank or trust company having not less than $100,000,000
aggregate capital, surplus, and undivided profits. In the event such notice is
given by the Custodian, the Trust shall, on or before the termination date,
deliver to the Custodian a copy of a resolution of the Board of Trustees of the
Trust, certified by the Secretary, designating a successor custodian or
custodians to act on behalf of the Trust. In the absence of such designation by
the Trust, the Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $100,000,000 aggregate capital,
surplus, and undivided profits. Upon the date set forth in such notice this
Agreement shall terminate, and the Custodian, provided that it has received a
notice of acceptance by the successor custodian, shall deliver, on that date,
directly to the successor custodian all Securities and monies then owned by the
Fund and held by it as Custodian. Upon termination of this Agreement, the Trust
shall pay to the Custodian on behalf of the Trust such compensation as may be
due as of the date of such termination. The Trust agrees on behalf of the Trust
that the Custodian shall be reimbursed for its reasonable costs in connection
with the termination of this Agreement.
IX. B. Failure to Designate Successor Custodian. If a successor
custodian is not designated by the Trust, or by the Custodian in accordance with
the preceding paragraph, or the designated successor cannot or will not serve,
the Trust shall, upon the delivery by the Custodian to the Trust of all
Securities (other than Securities held in the Book-Entry System which cannot be
delivered to the Trust) and moneys then owned by the Trust, be deemed to be the
custodian for the Trust, and the Custodian shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement, other than the duty with
respect to Securities held in the Book-Entry System, which cannot be delivered
to the Trust, which shall be held by the Custodian in accordance with this
Agreement.
ARTICLE X
FORCE MAJEURE
Neither the Custodian nor the Trust shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; labor
disputes; acts of civil or military authority; governmental actions; or
inability to obtain labor, material, equipment or transportation; provided,
however, that the Custodian, in the event of a failure or delay, shall use its
best efforts to ameliorate the effects of any such failure or delay.
ARTICLE XI
MISCELLANEOUS
XI. A. Designation of Authorized Persons. Appendix A sets forth
the names and the signatures of all Authorized Persons as of this date, as
certified by the Secretary of the Trust. The Trust agrees to furnish to the
Custodian a new Appendix A in form similar to the attached Appendix A, if any
present Authorized Person ceases to be an Authorized Person or if any other or
additional Authorized Persons are elected or appointed. Until such new Appendix
A shall be received, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon Oral Instructions or signatures of the then
current Authorized Persons as set forth in the last delivered Appendix A.
XI. B. Limitation of Personal Liability. No recourse under any
obligation of this Agreement or for any claim based thereon shall be had against
any organizer, shareholder, officer, trustee, past, present or future as such,
of the Trust or of any predecessor or successor, either directly or through the
Trust or any such predecessor or successor, whether by virtue of any
constitution, statute or rule of law or equity, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood
that this Agreement and the obligations thereunder are enforceable solely
against the assets of the Trust, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the organizers, shareholders,
officers, or trustees of the Trust or of any predecessor or successor, or any of
them as such, because of the obligations contained in this Agreement or implied
therefrom and that any and all such liability is
9
hereby expressly waived and released by the Custodian as a condition of, and as
a consideration for, the execution of this Agreement.
XI. C. Authorization By Board. The obligations set forth in
this Agreement as having been made by the Trust have been made by the Board of
Trustees, acting as such Trustees for and on behalf of the Trust, pursuant to
the authority vested in them under the laws of the State of Ohio, the
Declaration of Trust and the By-Laws of the Trust. This Agreement has been
executed by Officers of the Trust as officers, and not individually, and the
obligations contained herein are not binding upon any of the Trustees, Officers,
agents or holders of shares, personally, but bind only the Trust and then only
to the extent of the assets of the Trust.
XI. D. Custodian's Consent to Use of Its Name. The Trust shall
obtain the Custodian's consent prior to the publication and/or dissemination or
distribution, of the Prospectus and any other documents (including advertising
material) specifically mentioning the Custodian (other than merely by name and
address).
XI. E. Notices to Custodian. Any notice or other instrument in
writing, authorized or required by this Agreement to be given to the Custodian,
shall be sufficiently given if addressed to the Custodian and mailed or
delivered to it at its offices at The Huntington National Bank, Easton Business
Service Center, 0 Xxxxxx Xxxx XX0X00, Xxxxxxxx, Xxxx, 00000, attention Director
Mutual Fund Custody, or at such other place as the Custodian may from time to
time designate in writing.
XI. F. Notices to Trust. Any notice or other instrument in
writing, authorized or required by this Agreement to be given to the Trust shall
be sufficiently given when delivered to the Trust or on the second Business Day
following the time such notice is deposited in the U.S. mail postage prepaid and
addressed to the Trust at its office 0000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx,
Xxxx 00000 or at such other place as the Trust may from time to time designate
in writing.
XI. G. Amendments In Writing. This Agreement, with the
exception of the Appendices, may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality as this
Agreement, and authorized and approved by a resolution of the Board of Trustees
of the Trust.
XI. H. Successors and Assigns. This Agreement shall extend to
and shall be binding upon the parties hereto, and their respective successors
and assigns; provided, however, that this Agreement shall not be assignable by
the Trust or by the Custodian, and no attempted assignment by the Trust or the
Custodian shall be effective without the written consent of the other party
hereto.
XI. I. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Ohio.
XI. J. Jurisdiction. Any legal action, suit or proceeding to be
instituted by either party with respect to this Agreement shall be brought by
such party exclusively in the courts of the State of Ohio or in the courts of
the United States for the Southern District of Ohio, and each party, by its
execution of this Agreement, irrevocably (i) submits to such jurisdiction and
(ii) consents to the service of any process or pleadings by first class U.S.
mail, postage prepaid and return receipt requested, or by any other means from
time to time authorized by the laws of such jurisdiction.
XI. K. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument.
XI. L. Headings. The headings of paragraphs 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, the parties hereto have caused this Agreement to be
executed by their respective Officers, thereunto duly authorized as of the day
and year FIRST above written.
WITNESS: TRUST:
Coventry Group
-------------------------- By:
-------------------------------------
Title:
----------------------------------
WITNESS: CUSTODIAN:
The Huntington National Bank
-------------------------- By:
-------------------------------------
Title:
----------------------------------
10
APPENDIX A
Authorized Persons Specimen Signatures
------------------ -------------------
Chairman:
-------------------- --------------------------------
President:
-------------------- --------------------------------
Secretary:
-------------------- --------------------------------
Treasurer:
-------------------- --------------------------------
Senior Vice
President:
-------------------- --------------------------------
Assistant
Secretary:
-------------------- --------------------------------
Assistant
Treasurer:
-------------------- --------------------------------
Adviser Employees:
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
11
APPENDIX A (CONTINUED)
Authorized Persons Specimen Signatures
------------------ -------------------
Transfer Agent/Fund Accountant
Employees:
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
-------------------- --------------------------------
* Authority restricted; does not include:
--------------------------------------
12
APPENDIX B
Series of the Trust
Signal Money Market Fund
Signal Income Fund
Signal Tax-Exempt Income Fund
Signal Large Cap Fund
13
APPENDIX C
AGENTS OF THE CUSTODIAN
The following agents are employed currently by The Huntington National
Bank for securities processing and control ...
The Depository Trust Company (New York)
0 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
The Federal Reserve Bank
Cincinnati and Cleveland Branches
Bank of New York
0 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
(For Foreign Securities and certain non-DTC eligible Securities)
14
APPENDIX D
MUTUAL FUND CUSTODY MODEL
Mutual Fund Custody Model document is attached.
00
XXXXXXXX X
MUTUAL FUND CUSTODY FEES
Mutual Fund Custody Pricing document is attached.
16
[HUNTINGTON LOGO]
Banking. Investments. Insurance.
CUSTODY FEE SCHEDULE
COVENTRY GROUP
MARKET VALUE FEE PER FUND
1.25 Basis Points..................................First $75 million of Market Value
1.0 Basis Points.................................On Next $75 million of Market Value
0.75 Basis Points..........................In Excess of $150 million of Market Value
TRANSACTION FEE
DTC & Fed. Eligible Items..........................................$9.00/Transaction
Non-DTC & Fed. Eligible Items.....................................$22.00/Transaction
Mortgage Backed Securities & Private Placements...................$20.00/Transaction
Mortgage Backed Securities & Private Placement Payments...............$ 5.00/Payment
Foreign Securities (depending on country).....................$15-200.00/Transaction*
Options...........................................................$15.00/Transaction
DISBURSEMENTS
Wire Transfer Fee (In/Out)...............................................$15.00 Each
Disbursements by Check...................................................$20.00 Each
MONTHLY MINIMUM FEE
Minimum Fee Per Fund Account.........................................$250.00/Account
This is the minimum fee to be assessed in the event the sum of the
market value fee and transaction fees is less than $250.
*Bank Of New York is our agent for clearing and pricing of global securities.
The transaction and holding costs vary with each country.
Other Fees may be assessed for special handling and other miscellaneous
services.
February 11, 2002
AD-HOC AGREEMENT
The Huntington National Bank
Mutual Fund Custody
7 Easton Oval - EA4E72
Xxxxxxxx, Xxxx 00000
RE: Trading Confirmation
Account Name: Signal Money Market Fund Account Number: 1041021400
Signal Income Fund 1041021419
Signal Tax-Exempt Income Fund 1041021428
Signal Large Cap Fund 1041021437
Dear Sir:
The undersigned has been appointed Investment Manager with respect to assets of
those accounts referenced above for whom you act as Custodian. Under the terms
of the arrangement whereby you act as such Custodian, you are required to act in
accordance with our written instructions regarding investment of such assets,
unless we agree upon a different method of instruction.
We have agreed to use an institutional delivery system which will provide us
with electronic broker trade confirmations of securities and/or financial
transactions that we have entered into on behalf of those accounts referenced
above. After comparing our trade data with each confirmation, we shall affirm to
an institutional delivery system, as soon after receipt of the confirmation as
possible, but no later than trade date plus one (12 noon Eastern time on trade
date plus two for cancellations and corrections only), through an acknowledgment
procedure acceptable to an institutional delivery system, all trades whose
confirmations accurately reflect the trades which we have entered into, such
affirmations constituting our deliver and/or receive instructions.
Alternatively, we may choose to use the matching facilities of an institutional
delivery system, which will effect an automatic comparison of our "institutional
instructions" with the broker trade confirmations. All trades whose
confirmations accurately match the trades we have entered into, as evidenced by
our institutional instructions, or fall within the tolerance parameters we have
set in the institutional delivery system's standing instructions database, shall
be affirmed, such matched affirmations constituting our delivery and/or receive
instructions. Upon receipt of our affirmations through the said acknowledgment
or matching procedures, an institutional delivery system shall send deliver
and/or receive instructions to you in form of an affirmed or matched
confirmation.
In the event an institutional delivery system broker trade confirmation does not
accurately reflect the transaction in question, we shall not affirm, nor will
the institutional delivery system match, the transaction in question and the
institutional delivery system shall not send you our deliver and/or receive
instructions.
Accordingly, this letter is to confirm our understanding and agreement with you
that you are authorized to act in accordance with, and shall be entitled to rely
on, and be protected in acting on those deliver and/or receive instructions
received by you as affirmed confirmation or matched affirmed confirmations
through an institutional delivery system that contain one of the
above-referenced bank account numbers in the defined "agent internal account
number" field, to the same extent as if the information contained in such
instructions was given in written form, signed by us. In the event that an
institutional delivery system for any reason does not furnish you an affirmed or
matching affirmed confirmation, we shall provide you with instructions in
written form as to trades that said confirmation would otherwise have contained.
This letter will constitute written instructions to you in accordance with the
terms of the arrangements referenced in the first paragraph above.
This agreement shall not preclude our use of written instructions for security
transactions and/or other matters when we deem them necessary or advisable. You
are authorized to act in accordance with, and shall be entitled to rely on, and
be protected in acting on such written instructions. However, in the event a
broker trade confirmation is affirmed or an institutional instruction is matched
affirmed by the institutional delivery system, said affirmation shall take
precedent over the written authorization received for that trade.
This agreement shall become effective with the transactions entered into by us
on July 1, 2002.
If the foregoing is acceptable to you, please execute and return a copy of this
letter agreement, upon which it will become effective. This agreement may be
canceled by either party upon written notice to the other party.
Investment Manager Custodian
By: By:
----------------------------- ---------------------------------
Date: Date:
--------------------------- ------------------------------
HUNTINGTON FUNDS DISCLOSURE AND CASH MANAGEMENT ELECTION FORM
ACCOUNT NAME: Signal Money Market Fund ACCOUNT NUMBER: 1041021400
Signal Income Fund 1041021419
Signal Tax-Exempt Income Fund 1041021428
Signal Large Cap Fund 1041021437
DISCLOSURE
The Huntington National Bank (Huntington) sponsors The Huntington Funds family
of investment funds, which together offer a wide range of investment
opportunities.
Federated Investors Management Company through its subsidiaries, acts as
Administrator, Recordkeeper, and Distributor of The Huntington Funds. Huntington
serves as Investment Adviser, Custodian, and Subadministrator to the Funds.
Additional information concerning The Huntington Funds is contained in a
Prospectus that accompanies this form.
Your account will be purchasing Trust Shares of the Huntington Funds. Huntington
receives management fees from the Huntington Funds for serving as investment
adviser; these fees are in addition to any fees it may receive for management of
an account. Huntington also receives fees from The Huntington Funds for
administrative and custodial services. The fees charged by Huntington are
described in the Prospectus.
There are no sales commissions for purchasing Trust Shares and no fees in
connection with the redemption of Trust Shares. As with any mutual fund, the
Huntington Funds will incur costs, which are described in the Prospectus, for
administrative and other services in addition to the services rendered by
Huntington.
MONEY MARKET FUNDS
(COMPLETE ONLY FOR DIRECTED ACCOUNTS)
Included in The Huntington Funds family of funds are money market funds which
may be used for the temporary investment of cash. Huntington offers a cash
management service which sweeps cash into a designated money market fund when
the level of uninvested cash in the account exceeds a predetermined amount.
Uninvested cash is to be swept into the following Fund (check one):
HUNTINGTON MONEY MARKET FUND:
----------
HUNTINGTON U.S. TREASURY MONEY MARKET FUND:
----------
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the Prospectus of The Huntington Funds
and by signing this form also acknowledges that Huntington receives fees from
the Funds for its services as Investment Manager, Administrator, Recordkeeper
and Custodian.
By:
-------------------------------------
Title:
----------------------------------
Date:
-----------------------------------
================================================================================
THE HUNTINGTON FUNDS ARE MUTUAL FUNDS. THEY ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY OR
GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT, THE STATE OF OHIO, OR ANY
OTHER STATE. THEY ARE NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY THE
HUNTINGTON NATIONAL BANK, ITS AFFILIATES, OR ANY OTHER BANK. THE HUNTINGTON
FUNDS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED.
================================================================================
