EX-99.g.
CUSTODY AGREEMENT
Dated ___________, 2000
Between
UMB BANK, n.a.
and
UMB SCOUT FUNDS
Registered Investment Company
Table of Contents
SECTION PAGE
1. Appointment of Custodian 1
2. Definitions
Securities 1
Assets
1
Instructions and Special Instructions 1
3. Delivery of Corporate Documents 2
4. Powers and Duties of Custodian and Domestic
Subcustodian 3
Safekeeping 3
Manner of Holding Securities 3
Free Delivery of Assets 5
Exchange of Securities 5
Purchases of Assets 5
Sales of Assets 6
Options 6
Futures Contracts 7
Segregated Accounts 7
Depositary Receipts 8
Corporate Actions, Put Bonds, Called Bonds, Etc. 8
Interest Bearing Deposits 9
Foreign Exchange Transactions Other than as Principal
9
Pledges or Loans of Securities 9
Stock Dividends, Rights, Etc. 10
Routine Dealings 10
Collections 10
Bank Accounts 11
Dividends, Distributions and Redemptions 11
Proceeds from Shares Sold 11
Proxies and Notices; Compliance with
the Shareholders Communication Act of 1985 11
Books and Records 12
Opinion of Fund's Independent Certified Public
Accountants 12
Reports by Independent Certified Public Accountants
12
Bills and Others Disbursements 12
5. Subcustodians 12
(a) Domestic Subcustodians 13
(b) Foreign Subcustodians 13
(c) Interim Subcustodians 13
(d) Special Subcustodians 14
(e) Termination of a Subcustodian 14
(f) Certification Regarding Foreign Subcustodians 14
6. Standard of Care 14
General Standard of Care 14
Actions Prohibited by Applicable Law, Events
Beyond Custodian's Control, Armed Conflict,
Sovereign Risk, Etc. 15
Liability for Past Records 15
Advice of Counsel 15
Advice of the Fund and Others 15
Instructions Appearing to be Genuine 16
Exceptions from Liability 16
7. Liability of the Custodian for Actions of Others 16
(a) Domestic Subcustodians 16
Liability for Acts and Omissions of Foreign
Subcustodians 16
Securities Systems, Interim Subcustodians,
Special Subcustodians, Securities
Depositories and Clearing Agencies 17
(d) Defaults or Insolvencies of Brokers,
Banks, Etc. 17
(e) Reimbursement of Expenses 17
8. Indemnification 17
(a) Indemnification by Fund 17
(b) Indemnification by Custodian 17
9. Advances 18
10. Liens 18
11. Compensation 19
12. Powers of Attorney 19
13. Termination and Assignment 19
14. Notices 19
15. Miscellaneous 19
CUSTODY AGREEMENT
This agreement made as of this ____ day of ___________, 2000
between UMB SCOUT FUNDS, with its principal place of business
located at BMA Tower, 000 Xxxxxx Xxxxxxxxx, Xxxxxx Xxxx,
Xxxxxxxx, (hereinafter "Fund"), on behalf of its separate series
of shares representing interests in separate portfolios, as set
forth on Schedule A, as may be amended from time to time
(hereinafter "Series") and UMB Bank, n.a., a national banking
association with its principal place of business located at
Kansas City, Missouri (hereinafter "Custodian").
WITNESSETH:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended; and
WHEREAS, the Fund desires to appoint Custodian as its
custodian for the custody of Assets (as hereinafter defined)
owned by the Fund which Assets are to be held in such accounts as
the Fund may establish from time to time; and
WHEREAS, Custodian is willing to accept such appointment on
the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally
bound, mutually covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN.
The Fund hereby constitutes and appoints the Custodian as
custodian of Assets belonging to the Fund which have been or may
be from time to time deposited with the Custodian. Custodian
accepts such appointment as a custodian and agrees to perform the
duties and responsibilities of Custodian as set forth herein on
the conditions set forth herein. The parties hereby agree that
the Custodian shall maintain a separate account on behalf of each
Series of the Fund. The Custodian shall identify to each Series'
account the Assets and liabilities belonging to such Series and
in such actions, records, reports, confirmations, and notices to
the Fund called for under this Agreement, shall identify the
account and Series to which such action, record, account, report,
confirmation or notice pertains, as if the Fund had executed
separate Agreements on behalf of each of its Series. Pursuant to
the Fund's governing instruments, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise
existing with respect to each particular Series of the Fund shall
be enforceable against the assets of such Series only, and not
against the assets of any other Series of the Fund.
2. DEFINITIONS.
For purposes of this Agreement, the following terms shall
have the meanings so indicated:
(a) "Security" or "Securities" shall mean stocks, bonds,
bills, rights, scrip, warrants, interim certificates and all
negotiable or nonnegotiable paper commonly known as Securities
and other instruments or obligations.
(b) "Assets" shall mean Securities, monies and other
property held by the Custodian for the benefit of the Fund.
(c)(1) "Instructions", as used herein, shall mean: (i) a
tested telex, a written (including, without limitation, facsimile
transmission) request, direction, instruction or certification
signed or initialed by or on behalf of the Fund by an Authorized
Person; (ii) a telephonic or other oral communication from a
person the Custodian reasonably believes to be an Authorized
Person; or (iii) a communication effected directly between an
electro-mechanical or electronic device or system (including,
without limitation, computers) on behalf of the Fund.
Instructions in the form of oral communications shall be
confirmed by the Fund by tested telex or in writing in the manner
set forth in clause (i) above, but the lack of such confirmation
shall in no way affect any action taken by the Custodian in
reliance upon such oral Instructions prior to the Custodian's
receipt of such confirmation. The Fund authorizes the Custodian
to record any and all telephonic or other oral Instructions
communicated to the Custodian.
(c)(2) "Special Instructions", as used herein, shall mean
Instructions countersigned or confirmed in writing by the
Treasurer or any Assistant Treasurer of the Fund or any other
person designated by the Treasurer of the Fund in writing, which
countersignature or confirmation shall be included on the same
instrument containing the Instructions or on a separate
instrument relating thereto.
(c)(3) Instructions and Special Instructions shall be
delivered to the Custodian at the address and/or telephone,
facsimile transmission or telex number agreed upon from time to
time by the Custodian and the Fund.
(c)(4) Where appropriate, Instructions and Special
Instructions shall be continuing instructions.
3. DELIVERY OF CORPORATE DOCUMENTS.
Each of the parties to this Agreement represents that its
execution does not violate any of the provisions of its
respective charter, articles of incorporation, articles of
association or bylaws and all required corporate action to
authorize the execution and delivery of this Agreement has been
taken.
The Fund has furnished the Custodian with copies, properly
certified or authenticated, with all amendments or supplements
thereto, of the following documents:
(a) Certificate of Incorporation (or equivalent document)
of the Fund as in effect on the date hereof;
(b) By-Laws of the Fund as in effect on the date hereof;
(c) Resolutions of the Board of Trustees of the Fund
appointing the Custodian and approving the form of this
Agreement; and
(d) The Fund's current prospectus and statements of
additional information.
The Fund shall promptly furnish the Custodian with copies of any
updates, amendments or supplements to the foregoing documents.
In addition, the Fund has delivered or will promptly deliver
to the Custodian, copies of the Resolution(s) of its Board of
Trustees and all amendments or supplements thereto, properly
certified or authenticated, designating certain officers or
employees of the Fund who will have continuing authority to
certify to the Custodian: (a) the names, titles, signatures and
scope of authority of all persons authorized to give Instructions
or any other notice, request, direction, instruction, certificate
or instrument on behalf of the Fund, and (b) the names, titles
and signatures of those persons authorized to countersign or
confirm Special Instructions on behalf of the Fund (in both cases
collectively, the "Authorized Persons" and individually, an
"Authorized Person"). Such Resolutions and certificates may be
accepted and relied upon by the Custodian as conclusive evidence
of the facts set forth therein and shall be considered to be in
full force and effect until delivery to the Custodian of a
similar Resolution or certificate to the contrary. Upon delivery
of a certificate which deletes or does not include the name(s) of
a person previously authorized to give Instructions or to
countersign or confirm Special Instructions, such persons shall
no longer be considered an Authorized Person authorized to give
Instructions or to countersign or confirm Special Instructions.
Unless the certificate specifically requires that the approval of
anyone else will first have been obtained, the Custodian will be
under no obligation to inquire into the right of the person
giving such Instructions or Special Instructions to do so.
Notwithstanding any of the foregoing, no Instructions or Special
Instructions received by the Custodian from the Fund will be
deemed to authorize or permit any director, trustee, officer,
employee, or agent of the Fund to withdraw any of the Assets of
the Fund upon the mere receipt of such authorization, Special
Instructions or Instructions from such director, trustee,
officer, employee or agent.
4. POWERS AND DUTIES OF CUSTODIAN AND DOMESTIC
SUBCUSTODIAN.
Except for Assets held by any Subcustodian appointed
pursuant to Sections 5(b), (c), or (d) of this Agreement, the
Custodian shall have and perform the powers and duties
hereinafter set forth in this Section 4. For purposes of this
Section 4 all references to powers and duties of the "Custodian"
shall also refer to any Domestic Subcustodian appointed pursuant
to Section 5(a).
(a) Safekeeping.
The Custodian will keep safely the Assets of the Fund which
are delivered to it from time to time. The Custodian shall not
be responsible for any property of the Fund held or received by
the Fund and not delivered to the Custodian.
(b) Manner of Holding Securities.
(1) The Custodian shall at all times hold Securities
of the Fund either: (i) by physical possession of the share
certificates or other instruments representing such Securities in
registered or bearer form; or (ii) in book-entry form by a
Securities System (as hereinafter defined) in accordance with the
provisions of sub-paragraph (3) below.
(2) The Custodian may hold registrable portfolio
Securities which have been delivered to it in physical form, by
registering the same in the name of the Fund or its nominee, or
in the name of the Custodian or its nominee, for whose actions
the Fund and Custodian, respectively, shall be fully responsible.
Upon the receipt of Instructions, the Custodian shall hold such
Securities in street certificate form, so called, with or without
any indication of fiduciary capacity. However, unless it receives
Instructions to the contrary, the Custodian will register all
such portfolio Securities in the name of the Custodian's
authorized nominee. All such Securities shall be held in an
account of the Custodian containing only assets of the Fund or
only assets held by the Custodian as a fiduciary, provided that
the records of the Custodian shall indicate at all times the Fund
or other customer for which such Securities are held in such
accounts and the respective interests therein.
(3) The Custodian may deposit and/or maintain domestic
Securities owned by the Fund in, and the Fund hereby approves use
of: (a) The Depository Trust Company; (b) The Participants Trust
Company; and (c) any book-entry system as provided in (i) Subpart
O of Treasury Circular Xx. 000, 00 XXX 306.115, (ii) Subpart B of
Treasury Circular Public Debt Series Xx. 00-00, 00 XXX 350.2, or
(iii) the book-entry regulations of federal agencies
substantially in the form of 31 CFR 306.115. Upon the receipt of
Special Instructions, the Custodian may deposit and/or maintain
domestic Securities owned by the Fund in any other domestic
clearing agency registered with the Securities and Exchange
Commission ("SEC") under Section 17A of the Securities Exchange
Act of 1934 (or as may otherwise be authorized by the SEC to
serve in the capacity of depository or clearing agent for the
Securities or other assets of investment companies) which acts as
a Securities depository. Each of the foregoing shall be referred
to in this Agreement as a "Securities system", and all such
Securities Systems shall be listed on the attached Appendix A.
Use of a Securities System shall be in accordance with applicable
Federal Reserve Board and SEC rules and regulations, if any, and
subject to the following provisions:
(i) The Custodian may deposit the Securities
directly or through one or more agents or Subcustodians
which are also qualified to act as custodians for
investment companies.
(ii) The Custodian shall deposit and/or maintain
the Securities in a Securities System, provided that
such Securities are represented in an account
("Account") of the Custodian in the Securities System
that includes only assets held by the Custodian as a
fiduciary, custodian or otherwise for customers.
(iii) The books and records of the Custodian
shall at all times identify those Securities belonging
to the Fund which are maintained in a Securities
System.
(iv) The Custodian shall pay for Securities
purchased for the account of the Fund only upon (a)
receipt of advice from the Securities System that such
Securities have been transferred to the Account of the
Custodian in accordance with the rules of the
Securities System, and (b) the making of an entry on
the records of the Custodian to reflect such payment
and transfer for the account of the Fund. The Custodian
shall transfer Securities sold for the account of the
Fund only upon (a) receipt of advice from the
Securities System that payment for such Securities has
been transferred to the Account of the Custodian in
accordance with the rules of the Securities System, and
(b) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the
Securities System relating to transfers of Securities
for the account of the Fund shall be maintained for the
Fund by the Custodian. The Custodian shall deliver to
the Fund on the next succeeding business day daily
transaction reports which shall include each day's
transactions in the Securities System for the account
of the Fund. Such transaction reports shall be
delivered to the Fund or any agent designated by the
Fund pursuant to Instructions, by computer or in such
other manner as the Fund and Custodian may agree.
(v) The Custodian shall, if requested by the Fund
pursuant to Instructions, provide the Fund with reports
obtained by the Custodian or any Subcustodian with
respect to a Securities System's accounting system,
internal accounting control and procedures for
safeguarding Securities deposited in the Securities
System.
(vi) Upon receipt of Special Instructions, the
Custodian shall terminate the use of any Securities
System on behalf of the Fund as promptly as practicable
and shall take all actions reasonably practicable to
safeguard the Securities of the Fund maintained with
such Securities System.
(c) Free Delivers of Assets.
Notwithstanding any other provision of this Agreement and
except as provided in Section 3 hereof, the Custodian, upon
receipt of Special Instructions, will undertake to make free
delivery of Assets, provided such Assets are on hand and
available, in connection with the Fund's transactions and to
transfer such Assets to such broker, dealer, Subcustodian, bank,
agent, Securities System or otherwise as specified in such
Special Instructions.
(d) Exchange of Securities.
Upon receipt of Instructions, the Custodian will exchange
portfolio Securities held by it for the Fund for other Securities
or cash paid in connection with any reorganization,
recapitalization, merger, consolidation, or conversion of
convertible Securities, and will deposit any such Securities in
accordance with the terms of any reorganization or protective
plan.
Without Instructions, the Custodian is authorized to
exchange Securities held by it in temporary form for Securities
in definitive form, to surrender Securities for transfer into a
name or nominee name as permitted in Section 4(b)(2), to effect
an exchange of shares in a stock split or when the par value of
the stock is changed, to sell any fractional shares, and, upon
receiving payment therefor, to surrender bonds or other
Securities held by it at maturity or call.
(e) Purchases of Assets.
(1) Securities Purchases. In accordance with
Instructions, the Custodian shall, with respect to a purchase of
Securities, pay for such Securities out of monies held for the
Fund's account for which the purchase was made, but only insofar
as monies are available therein for such purpose, and receive the
portfolio Securities so purchased. Unless the Custodian has
received Special Instructions to the contrary, such payment will
be made only upon receipt of Securities by the Custodian, a
clearing corporation of a national Securities exchange of which
the Custodian is a member, or a Securities System in accordance
with the provisions of Section 4(b)(3) hereof. Notwithstanding
the foregoing, upon receipt of Instructions: (i) in connection
with a repurchase agreement, the Custodian may release funds to a
Securities System prior to the receipt of advice from the
Securities System that the Securities underlying such repurchase
agreement have been transferred by book-entry into the Account
maintained with such Securities System by the Custodian, provided
that the Custodian's instructions to the Securities System
require that the Securities System may make payment of such funds
to the other party to the repurchase agreement only upon transfer
by book-entry of the Securities underlying the repurchase
agreement into such Account; (ii) in the case of Interest Bearing
Deposits, currency deposits, and other deposits, foreign exchange
transactions, futures contracts or options, pursuant to Sections
4(g), 4(h), 4(1), and 4(m) hereof, the Custodian may make payment
therefor before receipt of an advice of transaction; and (iii) in
the case of Securities as to which payment for the Security and
receipt of the instrument evidencing the Security are under
generally accepted trade practice or the terms of the instrument
representing the Security expected to take place in different
locations or through separate parties, such as commercial paper
which is indexed to foreign currency exchange rates, derivatives
and similar Securities, the Custodian may make payment for such
Securities prior to delivery thereof in accordance with such
generally accepted trade practice or the terms of the instrument
representing such Security.
(2) Other Assets Purchased. Upon receipt of
Instructions and except as otherwise provided herein, the
Custodian shall pay for and receive other Assets for the account
of the Fund as provided in Instructions.
(f) Sales of Assets.
(1) Securities Sold. In accordance with Instructions,
the Custodian will, with respect to a sale, deliver or cause to
be delivered the Securities thus designated as sold to the broker
or other person specified in the Instructions relating to such
sale. Unless the Custodian has received Special Instructions to
the contrary, such delivery shall be made only upon receipt of
payment therefor in the form of: (a) cash, certified check, bank
cashier's check, bank credit, or bank wire transfer; (b) credit
to the account of the Custodian with a clearing corporation of a
national Securities exchange of which the Custodian is a member;
or (c) credit to the Account of the Custodian with a Securities
System, in accordance with the provisions of Section 4(b)(3)
hereof. Notwithstanding the foregoing, Securities held in
physical form may be delivered and paid for in accordance with
"street delivery custom" to a broker or its clearing agent,
against delivery to the Custodian of a receipt for such
Securities, provided that the Custodian shall have taken
reasonable steps to ensure prompt collection of the payment for,
or return of, such Securities by the broker or its clearing
agent, and provided further that the Custodian shall not be
responsible for the selection of or the failure or inability to
perform of such broker or its clearing agent or for any related
loss arising from delivery or custody of such Securities prior to
receiving payment therefor.
(2) Other Assets Sold. Upon receipt of Instructions
and except as otherwise provided herein, the Custodian shall
receive payment for and deliver other Assets for the account of
the Fund as provided in Instructions.
(g) Options.
(1) Upon receipt of Instructions relating to the
purchase of an option or sale of a covered call option, the
Custodian shall: (a) receive and retain confirmations or other
documents, if any, evidencing the purchase or writing of the
option by the Fund; (b) if the transaction involves the sale of a
covered call option, deposit and maintain in a segregated account
the Securities (either physically or by book-entry in a
Securities System) subject to the covered call option written on
behalf of the Fund; and (c) pay, release and/or transfer such
Securities, cash or other Assets in accordance with any notices
or other communications evidencing the expiration, termination or
exercise of such options which are furnished to the Custodian by
the Options Clearing Corporation (the "OCC"), the securities or
options exchanges on which such options were traded, or such
other organization as may be responsible for handling such option
transactions.
(2) Upon receipt of Instructions relating to the sale
of a naked option including stock index and commodity options),
the Custodian, the Fund and the broker-dealer shall enter into an
agreement to comply with the rules of the OCC or of any
registered national securities exchange or similar
organizations(s). Pursuant to that agreement and the Fund's
Instructions, the Custodian shall: (a) receive and retain
confirmations or other documents, if any, evidencing the writing
of the option; (b) deposit and maintain in a segregated account,
Securities (either physically or by book-entry in a Securities
System), cash and/or other Assets; and (c) pay, release and/or
transfer such Securities, cash or other Assets in accordance with
any such agreement and with any notices or other communications
evidencing the expiration, termination or exercise of such option
which are furnished to the Custodian by the OCC, the securities
or options exchanges on which such options were traded, or such
other organization as may be responsible for handling such option
transactions. The Fund and the broker-dealer shall be responsible
for determining the quality and quantity of assets held in any
segregated account established in compliance with applicable
margin maintenance requirements and the performance of other
terms of any option contract.
(h) Futures Contracts.
Upon receipt of Instructions, the Custodian shall enter into
a futures margin procedural agreement among the Fund, the
Custodian and the designated futures commission merchant (a
"Procedural Agreement"). Under the Procedural Agreement the
Custodian shall: (a) receive and retain confirmations, if any,
evidencing the purchase or sale of a futures contract or an
option on a futures contract by the Fund; (b) deposit and
maintain in a segregated account cash, Securities and/or other
Assets designated as initial, maintenance or variation "margin"
deposits intended to secure the Fund's performance of its
obligations under any futures contracts purchased or sold, or any
options on futures contracts written by the Fund, in accordance
with the provisions of any Procedural Agreement designed to
comply with the provisions of the Commodity Futures Trading
Commission and/or any commodity exchange or contract market (such
as the Chicago Board of Trade), or any similar organization(s),
regarding such margin deposits; and (c) release Assets from
and/or transfer Assets into such margin accounts only in
accordance with any such Procedural Agreements. The Fund and such
futures commission merchant shall be responsible for determining
the type and amount of Assets held in the segregated account or
paid to the broker-dealer in compliance with applicable margin
maintenance requirements and the performance of any futures
contract or option on a futures contract in accordance with its
terms.
(i) Segregated Accounts.
Upon receipt of Instructions, the Custodian shall establish
and maintain on its books a segregated account or accounts for
and on behalf of the Fund, into which account or accounts may be
transferred Assets of the Fund, including Securities maintained
by the Custodian in a Securities System pursuant to Paragraph
(b)(3) of this Section 4, said account or accounts to be
maintained (i) for the purposes set forth in Sections 4(g), 4(h)
and 4(n) and (ii) for the purpose of compliance by the Fund with
the procedures required by the SEC Investment Company Act Release
Number 10666 or any subsequent release or releases relating to
the maintenance of segregated accounts by registered investment
companies, or (iii) for such other purposes as may be set forth,
from time to time, in Special Instructions. The Custodian shall
not be responsible for the determination of the type or amount of
Assets to be held in any segregated account referred to in this
paragraph, or for compliance by the Fund with required procedures
noted in (ii) above.
(j) Depositary Receipts.
Upon receipt of Instructions, the Custodian shall surrender
or cause to be surrendered Securities to the depositary used for
such Securities by an issuer of American Depositary Receipts or
International Depositary Receipts (hereinafter referred to,
collectively, as "ADRs"), against a written receipt therefor
adequately describing such Securities and written evidence
satisfactory to the organization surrendering the same that the
depositary has acknowledged receipt of instructions to issue ADRs
with respect to such Securities in the name of the Custodian or a
nominee of the Custodian, for delivery in accordance with such
instructions.
Upon receipt of Instructions, the Custodian shall surrender
or cause to be surrendered ADRs to the issuer thereof, against a
written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the organization
surrendering the same that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository to
deliver the Securities underlying such ADRs in accordance with
such instructions.
(k) Corporate Actions, Put Bonds, Called Bonds, Etc.
Upon receipt of Instructions, the Custodian shall: (a)
deliver warrants, puts, calls, rights or similar Securities to
the issuer or trustee thereof (or to the agent of such issuer or
trustee) for the purpose of exercise or sale, provided that the
new Securities, cash or other Assets, if any, acquired as a
result of such actions are to be delivered to the Custodian; and
(b) deposit Securities upon invitations for tenders thereof,
provided that the consideration for such Securities is to be paid
or delivered to the Custodian, or the tendered Securities are to
be returned to the Custodian.
Notwithstanding any provision of this Agreement to the
contrary, the Custodian shall take all necessary action, unless
otherwise directed to the contrary in Instructions, to comply
with the terms of all mandatory or compulsory exchanges, calls,
tenders, redemptions, or similar rights of security ownership,
and shall notify the Fund of such action in writing by facsimile
transmission or in such other manner as the Fund and Custodian
may agree in writing.
The Fund agrees that if it gives an Instruction for the
performance of an act on the last permissible date of a period
established by any optional offer or on the last permissible date
for the performance of such act, the Fund shall hold the Bank
harmless from any adverse consequences in connection with acting
upon or failing to act upon such Instructions.
(1) Interest Bearing Deposits.
Upon receipt of Instructions directing the Custodian to
purchase interest bearing fixed term and call deposits
(hereinafter referred to, collectively, as "Interest Bearing
Deposits") for the account of the Fund, the Custodian shall
purchase such Interest Bearing Deposits in the name of the Fund
with such banks or trust companies, including the Custodian, any
Subcustodian or any subsidiary or affiliate of the Custodian
(hereinafter referred to as "Banking Institutions"), and in such
amounts as the Fund may direct pursuant to Instructions. Such
Interest Bearing Deposits may be denominated in US Dollars or
other currencies, as the Fund may determine and direct pursuant
to Instructions. The responsibilities of the Custodian to the
Fund for Interest Bearing Deposits issued by the Custodian shall
be that of a US bank for a similar deposit. With respect to
Interest Bearing Deposits other than those issued by the
Custodian, (a) the Custodian shall be responsible for the
collection of income and the transmission of cash to and from
such accounts; and (b) the Custodian shall have no duty with
respect to the selection of the Banking Institution or for the
failure of such Banking Institution to pay upon demand.
(m) Foreign Exchange Transactions Other than as Principal.
(1) Upon receipt of Instructions, the Custodian shall
settle foreign exchange contracts or options to purchase and sell
foreign currencies for spot and future delivery on behalf of and
for the account of the Fund with such currency brokers or Banking
Institutions as the Fund may determine and direct pursuant to
Instructions. The Fund accepts full responsibility for its use of
third party foreign exchange brokers and for execution of said
foreign exchange contracts and understands that the Fund shall be
responsible for any and all costs and interest charges which may
be incurred as a result of the failure or delay of its third
party broker to deliver foreign exchange. The Custodian shall
have no responsibility with respect to the selection of the
currency brokers or Banking Institutions with which the Fund
deals or, so long as the Custodian acts in accordance with
Instructions, for the failure of such brokers or Banking
Institutions to comply with the terms of any contract or option.
(2) Notwithstanding anything to the contrary contained
herein, upon receipt of Instructions the Custodian may, in
connection with a foreign exchange contract, make free outgoing
payments of cash in the form of U.S. Dollars or foreign currency
prior to receipt of confirmation of such foreign exchange
contract or confirmation that the countervalue currency
completing such contract has been delivered or received.
(n) Pledges or Loans of Securities.
(1) Upon receipt of Instructions from the Fund, the
Custodian will release or cause to be released Securities held in
custody to the pledgees designated in such Instructions by way of
pledge or hypothecation to secure loans incurred by the Fund with
various lenders including but not limited to UMB Bank, n.a.;
provided, however, that the Securities shall be released only
upon payment to the Custodian of the monies borrowed, except that
in cases where additional collateral is required to secure
existing borrowings, further Securities may be released or
delivered, or caused to be released or delivered for that purpose
upon receipt of Instructions. Upon receipt of Instructions, the
Custodian will pay, but only from funds available for such
purpose, any such loan upon re-delivery to it of the Securities
pledged or hypothecated therefor and upon surrender of the note
or notes evidencing such loan. In lieu of delivering collateral
to a pledgee, the Custodian, on the receipt of Instructions,
shall transfer the pledged Securities to a segregated account for
the benefit of the pledgee.
(2) Upon receipt of Special Instructions, and
execution of a separate Securities Lending Agreement, the
Custodian will release Securities held in custody to the borrower
designated in such Instructions and may, except as otherwise
provided below, deliver such Securities prior to the receipt of
collateral, if any, for such borrowing, provided that, in case of
loans of Securities held by a Securities System that are secured
by cash collateral, the Custodian's instructions to the
Securities System shall require that the Securities System
deliver the Securities of the Fund to the borrower thereof only
upon receipt of the collateral for such borrowing. The Custodian
shall have no responsibility or liability for any loss arising
from the delivery of Securities prior to the receipt of
collateral. Upon receipt of Instructions and the loaned
Securities, the Custodian will release the collateral to the
borrower.
(o) Stock Dividends, Rights Etc.
The Custodian shall receive and collect all stock dividends,
rights, and other items of like nature and, upon receipt of
Instructions, take action with respect to the same as directed in
such Instructions.
(p) Routine Dealings.
The Custodian will, in general, attend to all routine and
mechanical matters in accordance with industry standards in
connection with the sale, exchange, substitution, purchase,
transfer, or other dealings with Securities or other property of
the Fund except as may be otherwise provided in this Agreement or
directed from time to time by Instructions from the Fund. The
Custodian may also make payments to itself or others from the
Assets for disbursements and out-of-pocket expenses incidental to
handling Securities or other similar items relating to its duties
under this Agreement, provided that all such payments shall be
accounted for to the Fund.
(q) Collections.
The Custodian shall (a) collect amounts due and payable to
the Fund with respect to portfolio Securities and other Assets;
(b) promptly credit to the account of the Fund all income and
other payments relating to portfolio Securities and other Assets
held by the Custodian hereunder upon Custodian's receipt of such
income or payments or as otherwise agreed in writing by the
Custodian and the Fund; (c) promptly endorse and deliver any
instruments required to effect such collection; and (d) promptly
execute ownership and other certificates and affidavits for all
federal, state, local and foreign tax purposes in connection with
receipt of income or other payments with respect to portfolio
Securities and other Assets, or in connection with the transfer
of such Securities or other Assets; provided, however, that with
respect to portfolio Securities registered in so-called street
name, or physical Securities with variable interest rates, the
Custodian shall use its best efforts to collect amounts due and
payable to the Fund. The Custodian shall notify the Fund in
writing by facsimile transmission or in such other manner as the
Fund and Custodian may agree in writing if any amount payable
with respect to portfolio Securities or other Assets is not
received by the Custodian when due. The Custodian shall not be
responsible for the collection of amounts due and payable with
respect to portfolio Securities or other Assets that are in
default.
(r) Bank Accounts.
Upon Instructions, the Custodian shall open and operate a
bank account or accounts on the books of the Custodian; provided
that such bank account(s) shall be in the name of the Custodian
or a nominee thereof, for the account of the Fund, and shall be
subject only to draft or order of the Custodian. The
responsibilities of the Custodian to the Fund for deposits
accepted on the Custodian's books shall be that of a U.S. bank
for a similar deposit.
(s) Dividends, Distributions and Redemptions.
To enable the Fund to pay dividends or other distributions
to shareholders of the Fund and to make payment to shareholders
who have requested repurchase or redemption of their shares of
the Fund (collectively, the "Shares"), the Custodian shall
release cash or Securities insofar as available. In the case of
cash, the Custodian shall, upon the receipt of Instructions,
transfer such funds by check or wire transfer to any account at
any bank or trust company designated by the Fund in such
Instructions. In the case of Securities, the Custodian shall,
upon the receipt of Special Instructions, make such transfer to
any entity or account designated by the Fund in such Special
Instructions.
(t) Proceeds from Shares Sold.
The Custodian shall receive funds representing cash payments
received for shares issued or sold from time to time by the Fund,
and shall credit such funds to the account of the Fund. The
Custodian shall notify the Fund of Custodian's receipt of cash in
payment for shares issued by the Fund by facsimile transmission
or in such other manner as the Fund and the Custodian shall
agree. Upon receipt of Instructions, the Custodian shall: (a)
deliver all federal funds received by the Custodian in payment
for shares as may be set forth in such Instructions and at a time
agreed upon between the Custodian and the Fund; and (b) make
federal funds available to the Fund as of specified times agreed
upon from time to time by the Fund and the Custodian, in the
amount of checks received in payment for shares which are
deposited to the accounts of the Fund.
(u) Proxies and Notices: Compliance with the Shareholders
Communication Act of 1985.
The Custodian shall deliver or cause to be delivered to the
Fund all forms of proxies, all notices of meetings, and any other
notices or announcements affecting or relating to Securities
owned by the Fund that are received by the Custodian, any
Subcustodian, or any nominee of either of them, and, upon receipt
c Instructions, the Custodian shall execute and deliver, or cause
such Subcustodian nominee to execute and deliver, such proxies or
other authorizations as may be required. Except as directed
pursuant to Instructions, neither the Custodian nor any
Subcustodian or nominee shall vote upon any such Securities, or
execute any proxy to vote thereon, or give any consent or take
any other action with respect thereto.
The Custodian will not release the identity of the Fund to
an issuer which requests such information pursuant to the
Shareholder Communications Act of 1985 for the specific purpose
of direct communications between such issuer and the Fund unless
the Fund directs the Custodian otherwise in writing.
(v) Books and Records.
The Custodian shall maintain such records relating to its
activities under this Agreement as are required to be maintained
by Rule 31a-1 under the Investment Company Act of 1940 ("xxx 0000
Xxx") and to preserve them for the periods prescribed in Rule
31a-2 under the 1940 Act. These records shall be open for
inspection by duly authorized officers, employees or agents
(including independent public accountants) of the Fund during
normal business hours of the Custodian.
The Custodian shall provide accountings relating to its
activities under this Agreement as shall be agreed upon by the
Fund and the Custodian.
(w) Opinion of Fund's Independent Certified Public
Accountants.
The Custodian shall take all reasonable action as the Fund
may request to obtain from year to year favorable opinions from
the Fund's independent certified public accountants with respect
to the Custodian's activities hereunder and in connection with
the preparation of the Fund's periodic reports to the SEC and
with respect to any other requirements of the SEC.
(x) Reports by Independent Certified Public Accountants.
At the request of the Fund, the Custodian shall deliver to
the Fund a written report prepared by the Custodian's independent
certified public accountants with respect to the services
provided by the Custodian under this Agreement, including,
without limitation, the Custodian's accounting system, internal
accounting control and procedures for safeguarding cash,
Securities and other Assets, including cash, Securities and other
Assets deposited and/or maintained in a Securities System or with
a Subcustodian. Such report shall be of sufficient scope and in
sufficient detail as may reasonably be required by the Fund and
as may reasonably be obtained by the Custodian.
(y) Bills and Other Disbursements.
Upon receipt of Instructions, the Custodian shall pay, or
cause to be paid, all bills, statements, or other obligations of
the Fund.
5. SUBCUSTODIANS.
From time to time, in accordance with the relevant
provisions of this Agreement, the Custodian may appoint one or
more Domestic Subcustodians, Foreign Subcustodians, Special
Subcustodians, or Interim Subcustodians (as each are hereinafter
defined) to act on behalf of the Fund. A Domestic Subcustodian,
in accordance with the provisions of this Agreement, may also
appoint a Foreign Subcustodian, Special Subcustodian, or Interim
Subcustodian to act on behalf of the Fund. For purposes of this
Agreement, all Domestic Subcustodians, Foreign Subcustodians,
Special Subcustodians and Interim Subcustodians shall be referred
to collectively as "Subcustodians".
(a) Domestic Subcustodians.
The Custodian may, at any time and from time to time,
appoint any bank as defined in Section 2(a)(5) of the 1940 Act or
any trust company or other entity, any of which meet the
requirements of a custodian under Section 17(f) of the 1940 Act
and the rules and regulations thereunder, to act for the
Custodian on behalf of the Fund as a subcustodian for purposes of
holding Assets of the Fund and performing other functions of the
Custodian within the United States (a "Domestic Subcustodian").
The Fund shall approve in writing the appointment of the proposed
Domestic Subcustodian; and the Custodian's appointment of any
such Domestic Subcustodian shall not be effective without such
prior written approval of the Fund. Each such duly approved
Domestic Subcustodian shall be listed on Appendix A attached
hereto, as it may be amended, from time to time.
(b) Foreign Subcustodians.
The Custodian may at any time appoint, or cause a Domestic
Subcustodian to appoint, any bank, trust company or other entity
meeting the requirements of an "eligible foreign custodian" under
Section 17(f) of the 1940 Act and the rules and regulations
thereunder to act for the Custodian on behalf of the Fund as a
subcustodian or sub-subcustodian (if appointed by a Domestic
Subcustodian) for purposes of holding Assets of the Fund and
performing other functions of the Custodian in countries other
than the United States of America (hereinafter referred to as a
"Foreign Subcustodian" in the context of either a subcustodian or
a sub-subcustodian); provided that the Custodian shall have
obtained written confirmation from the Fund of the approval of
the Board of Trustees or other governing body of the Fund (which
approval may be withheld in the sole discretion of such Board of
Trustees or other governing body or entity) with respect to (i)
the identity of any proposed Foreign Subcustodian (including
branch designation), (ii) the country or countries in which, and
the securities depositories or clearing agencies (hereinafter
"Securities Depositories and Clearing Agencies"), if any, through
which, the Custodian or any proposed Foreign Subcustodian is
authorized to hold Securities and other Assets of the Fund, and
(iii) the form and terms of the subcustodian agreement to be
entered into with such proposed Foreign Subcustodian. Each such
duly approved Foreign Subcustodian and the countries where and
the Securities Depositories and Clearing Agencies through which
they may hold Securities and other Assets of the Fund shall be
listed on Appendix A attached hereto, as it may be amended, from
time to time. The Fund shall be responsible for informing the
Custodian sufficiently in advance of a proposed investment which
is to be held in a country in which no Foreign Subcustodian is
authorized to act, in order that there shall be sufficient time
for the Custodian, or any Domestic Subcustodian, to effect the
appropriate arrangements with a proposed Foreign Subcustodian,
including obtaining approval as provided in this Section 5(b). In
connection with the appointment of any Foreign Subcustodian, the
Custodian shall, or shall cause the Domestic Subcustodian to,
enter into a subcustodian agreement with the Foreign Subcustodian
in form and substance approved by the Fund. The Custodian shall
not consent to the amendment of, and shall cause any Domestic
Subcustodian not to consent to the amendment of, any agreement
entered into with a Foreign Subcustodian, which materially
affects the Fund's rights under such agreement, except upon prior
written approval of the Fund pursuant to Special Instructions.
(c) Interim Subcustodians.
Notwithstanding the foregoing, in the event that the Fund
shall invest in an Asset to be held in a country in which no
Foreign Subcustodian is authorized to act, the Custodian shall
notify the Fund in writing by facsimile transmission or in such
other manner as the Fund and Custodian shall agree in writing of
the unavailability of an approved Foreign Subcustodian in such
country; and upon the receipt of Special Instructions from the
Fund, the Custodian shall, or shall cause its Domestic
Subcustodian to, appoint or approve an entity (referred to herein
as an n Interim Subcustodian") designated in such Special
Instructions to hold such Security or other Asset.
(d) Special Subcustodians.
Upon receipt of Special Instructions, the Custodian shall, on
behalf of the Fund, appoint one or more banks, trust companies or
other entities designated in such Special Instructions to act for
the Custodian on behalf of the Fund as a subcustodian for
purposes of: (i) effecting third-party repurchase transactions
with banks, brokers, dealers or other entities through the use of
a common custodian or subcustodian; (ii) providing depository and
clearing agency services with respect to certain variable rate
demand note Securities, (iii) providing depository and clearing
agency services with respect to dollar denominated Securities,
and (iv) effecting any other transactions designated by the Fund
in such Special Instructions. Each such designated subcustodian
(hereinafter referred to as a "Special Subcustodian") shall be
listed on Appendix A attached hereto, as it may be amended from
time to time. In connection with the appointment of any Special
Subcustodian, the Custodian shall enter into a subcustodian
agreement with the Special Subcustodian in form and substance
approved by the Fund in Special Instructions. The Custodian shall
not amend any subcustodian agreement entered into with a Special
Subcustodian, or waive any rights under such agreement, except
upon prior approval pursuant to Special Instructions.
(e) Termination of a Subcustodian.
The Custodian may, at any time in its discretion upon
notification to the Fund, terminate any Subcustodian of the Fund
in accordance with the termination provisions under the
applicable subcustodian agreement, and upon the receipt of
Special Instructions, the Custodian will terminate any
Subcustodian in accordance with the termination provisions under
the applicable subcustodian agreement.
(f) Certification Regarding Foreign Subcustodians.
Upon request of the Fund, the Custodian shall deliver to the
Fund a certificate stating: (i) the identity of each Foreign
Subcustodian then acting on behalf of the Custodian; (ii) the
countries in which and the Securities Depositories and Clearing
Agencies through which each such Foreign Subcustodian is then
holding cash, Securities and other Assets of the Fund; and (iii)
such other information as may be requested by the Fund, and as
the Custodian shall be reasonably able to obtain, to evidence
compliance with rules and regulations under the 1940 Act.
6. STANDARD OF CARE.
(a) General Standard of Care.
The Custodian shall be liable to the Fund for all losses,
damages and reasonable costs and expenses suffered or incurred by
the Fund resulting from the negligence or willful misfeasance of
the Custodian; provided, however, in no event shall the Custodian
be liable for special, indirect or consequential damages arising
under or in connection with this Agreement.
(b) Actions Prohibited by Applicable Law, Events Beyond
Custodian's Control, Sovereign Risk, Etc.
In no event shall the Custodian or any Domestic Subcustodian
incur liability hereunder if the Custodian or any Subcustodian or
Securities System, or any subcustodian, Securities System,
Securities Depository or Clearing Agency utilized by the
Custodian or any such Subcustodian, or any nominee of the
Custodian or any Subcustodian (individually, a "Person") is
prevented, forbidden or delayed from performing, or omits to
perform, any act or thing which this Agreement provides shall be
performed or omitted to be performed, by reason of: (i) any
provision of any present or future law or regulation or order of
the United States of America, or any state thereof, or of any
foreign country, or political subdivision thereof or of any court
of competent jurisdiction (and neither the Custodian nor any
other Person shall be obligated to take any action contrary
thereto); or (ii) any event beyond the control of the Custodian
or other Person such as armed conflict, riots, strikes, lockouts,
labor disputes, equipment or transmission failures, natural
disasters, or failure of the mails, transportation,
communications or power supply; or (iii) any "Sovereign Risk." A
"Sovereign Risk" shall mean nationalization, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges
affecting the Fund's Assets; or acts of armed conflict,
terrorism, insurrection or revolution; or any other act or event
beyond the Custodian's or such other Person's control.
(c) Liability for Past Records.
Neither the Custodian nor any Domestic Subcustodian shall
have any liability in respect of any loss, damage or expense
suffered by the Fund, insofar as such loss, damage or expense
arises from the performance of the Custodian or any * Domestic
Subcustodian in reliance upon records that were maintained for
the Fund by entities other than the Custodian or any Domestic
Subcustodian prior to the Custodian's employment hereunder.
(d) Advice of Counsel.
On a mutually agreeable basis, the Custodian and all
Domestic Subcustodians shall be entitled to receive and act upon
advice of counsel on all matters. The Custodian and all Domestic
Subcustodians shall be without liability for any actions taken or
omitted in good faith pursuant to the advice of counsel.
(e) Advice of the Fund and Others.
The Custodian and any Domestic Subcustodian may rely upon
the advice of the Fund and upon statements of the Fund's
accountants and other persons believed by it in good faith to be
expert in matters upon which they are consulted, and neither the
Custodian nor any Domestic Subcustodian shall be liable for any
actions taken or omitted, in good faith, pursuant to such advice
or statements.
(f) Instructions Appearing to be Genuine.
The Custodian and all Domestic Subcustodians shall be fully
protected and indemnified in acting as a custodian hereunder upon
any Resolutions of the Board of Trustees, Instructions, Special
Instructions, advice, notice, request, consent, certificate,
instrument or paper appearing to it to be genuine and to have
been properly executed and shall, unless otherwise specifically
provided herein, be entitled to receive as conclusive proof of
any fact or matter required to be ascertained from the Fund
hereunder a certificate signed by any officer of the Fund
authorized to countersign or confirm Special Instructions.
(g) Exceptions from Liabilities. Without limiting the
generality of any other provisions hereof, neither the Custodian
nor any Domestic Subcustodian shall be under any duty or
obligation to inquire into, nor be liable for:
(i) the validity of the issue of any Securities
purchased by or for the Fund, the legality of the purchase
thereof or evidence of ownership required to be received by
the Fund, or the propriety of the decision to purchase or
amount paid therefor;
(ii) the legality of the sale of any Securities by or
for the Fund, or the propriety of the amount for which the
same were sold; or
(iii) any other expenditures, encumbrances of
Securities, borrowings or similar actions with respect to
the Fund's Assets;
and may, until notified to the contrary, presume that all
Instructions or Special Instructions received by it are not in
conflict with or in any way contrary to any provisions of the
Fund's Declaration of Trust, Partnership Agreement, Articles of
Incorporation or By-Laws or votes or proceedings of the
shareholders, trustees, partners or directors of the Fund, or the
Fund's currently effective Registration Statement on file with
the SEC.
7. LIABILITY OF THE CUSTODIAN FOR ACTIONS OF OTHERS.
(a) Domestic Subcustodians
The Custodian shall be liable for the acts or omissions of
any Domestic Subcustodian to the same extent as if such actions
or omissions were performed by the Custodian itself.
(b) Liability for Acts and Omissions of Foreign
Subcustodians.
The Custodian shall be liable to the Fund for any loss or
damage to the Fund caused by or resulting from the acts or
omissions of any Foreign Subcustodian to the extent that, under
the terms set forth in the subcustodian agreement between the
Custodian or a Domestic Subcustodian and such Foreign
Subcustodian, the Foreign Subcustodian has failed to perform in
accordance with the standard of conduct imposed under such
subcustodian agreement and the Custodian or Domestic Subcustodian
recovers from the Foreign Subcustodian under the applicable
subcustodian agreement.
(c) Securities Systems, Interim Subcustodians, Special
Subcustodians, Securities Depositories and clearing Agencies.
The Custodian shall not be liable to the Fund for any loss,
damage or expense suffered or incurred by the Fund resulting from
or occasioned by the actions or omissions of a Securities System,
Interim Subcustodian, Special Subcustodian, or Securities
Depository and Clearing Agency unless such loss, damage or
expense is caused by, or results from, the negligence or willful
misfeasance of the Custodian.
(d) Defaults or Insolvency's of Brokers, Banks, Etc.
The Custodian shall not be liable for any loss, damage or
expense suffered or incurred by the Fund resulting from or
occasioned by the actions, omissions, neglects, defaults or
insolvency of any broker, bank, trust company or any other person
with whom the Custodian may deal (other than any of such entities
acting as a Subcustodian, Securities System or Securities
Depository and Clearing Agency, for whose actions the liability
of the Custodian is set out elsewhere in this Agreement) unless
such loss, damage or expense is caused by, or results from, the
gross negligence or willful misfeasance of the Custodian.
(e) Reimbursement of Expenses.
The Fund agrees to reimburse the Custodian for all
reasonable out-of-pocket expenses incurred by the Custodian in
connection with this Agreement, but excluding salaries and usual
overhead expenses.
8. INDEMNIFICATION.
(a) Indemnification by Fund.
Subject to the limitations set forth in this Agreement, the
Fund agrees to indemnify and hold harmless the Custodian and its
nominees from all losses, damages and expenses (including
attorneys' fees) suffered or incurred by the Custodian or its
nominee caused by or arising from actions taken by the Custodian,
its employees or agents in the performance of its duties and
obligations under this Agreement, including, but not limited to,
any indemnification obligations undertaken by the Custodian under
any relevant subcustodian agreement; provided, however, that such
indemnity shall not apply to the extent the Custodian is liable
under Sections 6 or 7 hereof.
If the Fund requires the Custodian to take any action with
respect to Securities, which action involves the payment of money
or which may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Fund being liable for
the payment of money or incurring liability of some other form,
the Fund, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
(b) Indemnification by Custodian.
Subject to the limitations set forth in this Agreement and
in addition to the obligations provided in Sections 6 and 7, the
Custodian agrees to indemnify and hold harmless the Fund from all
losses, damages and expenses suffered or incurred by the Fund
caused by or resulting from the negligence or willful misfeasance
of the Custodian.
9. ADVANCES.
In the event that, pursuant to Instructions, the Custodian
or any Subcustodian, Securities System, or Securities Depository
or Clearing Agency acting either directly or indirectly under
agreement with the Custodian (each of which for purposes of this
Section 9 shall be referred to as "Custodian"), makes any payment
or transfer of funds on behalf of the Fund as to which there
would be, at the close of business on the date of such payment or
transfer, insufficient funds held by the Custodian on behalf of
the Fund, the Custodian may, in its discretion without further
Instructions, provide an advance ("Advance") to the Fund in an
amount sufficient to allow the completion of the transaction by
reason of which such payment or transfer of funds is to be made.
In addition, in the event the Custodian is directed by
Instructions to make any payment or transfer of funds on behalf
of the Fund as to which it is subsequently determined that the
Fund has overdrawn its cash account with the Custodian as of the
close of business on the date of such payment or transfer, said
overdraft shall constitute an Advance. Any Advance shall be
payable by the Fund on demand by Custodian, unless otherwise
agreed by the Fund and the Custodian, and shall accrue interest
from the date of the Advance to the date of payment by the Fund
to the Custodian at a rate agreed upon in writing from time to
time by the Custodian and the Fund. It is understood that any
transaction in respect of which the Custodian shall have made an
Advance, including but not limited to a foreign exchange contract
or transaction in respect of which the Custodian is not acting as
a principal, is for the account of and at the risk of the Fund,
and not, by reason of such Advance, deemed to be a transaction
undertaken by the Custodian for its own account and risk. The
Custodian and the Fund acknowledge that the purpose of Advances
is to finance temporarily the purchase or sale of Securities for
prompt delivery in accordance with the settlement terms of such
transactions or to meet emergency expenses not reasonably
foreseeable by the Fund. The Custodian shall promptly notify the
Fund of any Advance. Such notification shall be sent by facsimile
transmission or in such other manner as the Fund and the
Custodian may agree.
10. LIENS.
The Bank shall have a lien on the Property in the Custody
Account to secure payment of fees and expenses for the services
rendered under this Agreement. If the Bank advances cash or
securities to the Fund for any purpose or in the event that the
Bank or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in
connection with the performance of its duties hereunder, except
such as may arise from its or its nominee's negligent action,
negligent failure to act or willful misconduct, any Property at
any time held for the Custody Account shall be security therefor
and the Fund hereby grants security interest therein to the Bank.
The Fund shall promptly reimburse the Bank for any such advance
of cash or securities or any such taxes, charges, expenses,
assessments, claims or liabilities upon request for payment, but
should the Fund fail to so reimburse the Bank, the Bank shall be
entitled to dispose of such Property to the extent necessary to
obtain reimbursement. The Bank shall be entitled to debit any
account of the Fund with the Bank including, without limitation,
the Custody Account, in connection with any such advance and any
interest on such advance as the Bank deems reasonable.
11. COMPENSATION.
The Fund will pay to the Custodian such compensation as is
agreed to in writing by the Custodian and the Fund from time to
time. Such compensation, together with all amounts for which the
Custodian is to be reimbursed in accordance with Section 7(e),
shall be billed to the Fund and paid in cash to the Custodian.
12. POWERS OF ATTORNEY.
Upon request, the Fund shall deliver to the Custodian such
proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the
performance by the Custodian or any Subcustodian of their
respective obligations under this Agreement or any applicable
subcustodian agreement.
13. TERMINATION AND ASSIGNMENT.
The Fund or the Custodian may terminate this Agreement by
notice in writing, delivered or mailed, postage prepaid
(certified mail, return receipt requested) to the other not less
than 90 days prior to the date upon which such termination shall
take effect. Upon termination of this Agreement, the Fund shall
pay to the Custodian such fees as may be due the Custodian
hereunder as well as its reimbursable disbursements, costs and
expenses paid or incurred. Upon termination of this Agreement,
the Custodian shall deliver, at the terminating party's expense,
all Assets held by it hereunder to the Fund or as otherwise
designated by the Fund by Special Instructions Upon such
delivery, the Custodian shall have no further obligations or
liabilities under this Agreement except as to the final
resolution of matters relating to activity occurring prior to the
effective date of termination.
This Agreement may not be assigned by the Custodian or the
Fund without the respective consent of the other, duly authorized
by a resolution by its Board of Directors or Trustees.
14. NOTICES.
Notices, requests, instructions and other writings delivered
to the Fund at BMA Tower, 000 Xxxxxx Xxxxxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, postage prepaid, or to such other address as the
Fund may have designated to the Custodian in writing, shall be
deemed to have been properly delivered or given to the Fund.
Notices, requests, instructions and other writings delivered
to the Securities Administration Department of the Custodian at
its office at 000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, or mailed
postage prepaid, to the Custodian's Securities Xxxxxxxxxxxxxx
Xxxxxxxxxx, Xxxx Xxxxxx Xxx 000, Xxxxxx Xxxx, Xxxxxxxx 00000, or
to such other addresses as the Custodian may have designated to
the Fund in writing, shall be deemed to have been properly
delivered or given to the Custodian hereunder; provided, however,
that procedures for the delivery of Instructions and Special
Instructions shall be governed by Section 2(c) hereof.
15. MISCELLANEOUS.
(a) This Agreement is executed and delivered in the
State of Missouri and shall be governed by the laws of such
state.
(b) All of the terms and provisions of this Agreement
shall be binding upon, and inure to the benefit of, and be
enforceable by the respective successors and assigns of the
parties hereto.
(c) No provisions of this Agreement may be amended,
modified or waived, in any manner except in writing, properly
executed by both parties hereto; provided, however, Appendix A
may be amended from time to time as Domestic Subcustodians,
Foreign Subcustodians, Special Subcustodians, and Securities
Depositories and Clearing Agencies are approved or terminated
according to the terms of this Agreement.
(d) 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.
(e) This Agreement shall be effective as of the date
of execution
(f) This Agreement may be executed simultaneously in
two or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the
same instrument.
(g) If any part, term or provision of this Agreement
is held to be illegal, in conflict with any law or otherwise
invalid by any court of competent jurisdiction, the remaining
portion or portions shall be considered severable and shall not
be affected, and the rights and obligations of the parties shall
be construed and enforced as if this Agreement did not contain
the particular part, term or provision held to be illegal or
invalid.
(h) This Agreement constitutes the entire
understanding and agreement the parties hereto with respect to
the subject matter hereof, and accordingly supersedes, as of the
effective date of this Agreement, any custodian agreement
heretofore in effect between the Fund and the Custodian.
IN WITNESS WHEREOF, the parties hereto have caused this
Custody Agreement be executed by their duly respective authorized
officers.
UMB SCOUT FUNDS
By:
Name: Xxxxxxx X. Xxxxx
Title: President
ATTEST:
UMB BANK, N.A.
By:
Name:
Title:
ATTEST:
Schedule A
Series of UMB Scout Funds As of __ January, 2000:
UMB Scout Equity Index Fund
UMB Scout Technology Fund
Doc. #279852 v.01 02/07/00 3:38 PM
