CUSTODIAN ACCOUNT AGREEMENT
THIS CUSTODIAN ACCOUNT AGREEMENT, dated as of October 4, 1994, is entered
into by and between ACCOLADE FUNDS, a business trust organized under the laws of
the Commonwealth of Massachusetts ("Company"), on behalf of each of the
Portfolios (hereinafter defined), and BANKERS TRUST COMPANY, a New York banking
Corporation ("Custodian").
Witnesseth:
In consideration of the mutual covenants herein contained and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. DEFINITIONS.
Whenever used in this Agreement, or in any appendices, schedules or
exhibits hereto or amendments hereof, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
(a) "Account Securities" means the Securities, other property and cash held
by Custodian in the Custodian Account on behalf of a Portfolio, and shall
include all income generated by or the proceeds of any sale of such Securities.
(b) "Authorized Person" means any Person or Persons jointly or severally
authorized from time to time, in a writing, in substantially the form of
Appendix B attached hereto and made a part hereof, delivered to Custodian and
accepted by Custodian, to act on behalf of Company or an Investment Adviser with
respect to any action required or permitted to be taken by Company or such
Investment Adviser under this Agreement. Such writing shall clearly indicate the
scope of authority of each Authorized Person. As used herein, the term
Authorized Person means a Person authorized with respect to the action or matter
described.
(c) "Custodian Account" means the one or more custodianship and safekeeping
accounts established and maintained pursuant to this Agreement by Custodian for
Company and/or one or more of the Portfolios.
(d) "Depository" means any centralized securities depository system,
domestic or foreign, whether presently or hereafter organized, in which
Custodian participates and which is 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 agency for the securities or other assets of investment companies),
and shall include (i) the Depository Trust Company, (ii) the Federal Reserve
Book-Entry System, or (iii) any other centralized securities depository system
meeting the requirements of Rule 17f-4 under the 1940 Act (hereinafter defined),
selected by Custodian in its discretion and approved for use by Company in
Instructions, subject to any required approval by regulatory authorities
applicable to Custodian in the conduct of its business as Custodian.
(e) The term "hold" shall include Custodian's authority to deposit part or
all of the Account Securities with a Depository.
(f) "Instructions" means a communication received by Custodian from one or
more Authorized Persons directing action or delivering information pursuant
hereto. Instructions may be oral or written and may be delivered (i) by
telephone, (ii) in hard copy, or (iii) by computer, electronic instruction
system or telecommunications terminals, (including but not limited to telex,
TWXS, facsimile transmission, bank wire or Custodian's proprietary POL*ARIS
Service), PROVIDED THAT the parties hereto or Custodian and Investment Adviser,
as the case may be, shall have agreed herein or in another manually signed
writing to the form, the means of transmission and the means of identification
of such Instructions. Instructions shall conform to operating procedures
communicated from time to time by Custodian to Company.
(g) "Investment Adviser" means a bank, insurance company or registered
investment adviser duly appointed as investment adviser by Company as further
described in paragraph 7.
(h) "1940 Act" refers to the Investment Company Act of 1940, and the Rules
and Regulations thereunder, all as amended from time to time.
(i) "Paragraph" means a paragraph of this Agreement.
(j) "Person" means a natural person, trust, estate, corporation,
association, partnership, joint venture, employee organization, committee,
board, participant, beneficiary, trustee, partner, or venturer, including but
not limited to Company and Investment Advisers, as the context may require.
(k) "Portfolio" means any of the entities named on Appendix A, attached
hereto and, as amended from time to time, made a part hereof.
(l) "Security" or "Securities" includes bonds, debentures, notes, stocks,
shares, rights, beneficial interests, evidences of indebtedness and other
securities, assets, and property.
The plural of any terms shall have a meaning corresponding to the singular
thereof as so defined and any neuter pronoun used herein shall include the
masculine or feminine as the context may require.
Any references in this Agreement to any provision of any statute, code or
regulation shall be deemed to incorporate any amended, substitute or successor
provisions, whenever adopted.
2. APPOINTMENT OF CUSTODIAN.
(a) APPOINTMENT. Subject to the provisions hereof, Company hereby employs,
appoints and authorizes Custodian to act as Custodian of all the Securities and
monies at the time owned by a Portfolio or in the possession of a Portfolio or
Company on behalf of a Portfolio and specifically allocated to such Portfolio
during the period of this Agreement and to hold same in the Custodian Account
for the benefit of such Portfolio.
(b) ESTABLISHMENT OF CUSTODIAN ACCOUNT. Custodian hereby agrees to
establish the Custodian Account in the name of Company, or such other name or
names as Company and Custodian may agree upon from time to time, and to hold in
the Custodian Account all Securities or other property and cash deposited with,
delivered to or received by Custodian for deposit in the Custodian Account and
allocated to one or more Portfolios in accordance with Instructions, PROVIDED
THAT Custodian shall have the right, in its sole discretion, to refuse to accept
any Securities or other property that are not in proper form for deposit for any
reason. Custodian shall have no responsibility or liability for or on account of
Securities or other property or cash not delivered to Custodian or not delivered
in proper form.
(c) CUSTODIAN'S PERSONNEL. The individual personnel of Custodian duly
authorized to have access to Account Securities, to receive Instructions and to
act thereon are listed in the certification annexed hereto as Appendix C and,
as. amended, from time to time, made a part thereof. Custodian shall advise
Company of any change in the individuals so authorized by written notice to
Company.
(d) SCOPE OF DUTIES. Custodian's duties and responsibilities shall be
limited to those expressly set forth in this Agreement and such others as may be
necessary to the carrying out of those duties and responsibilities set forth
herein.
3. FORM OF CUSTODY AND SAFEKEEPING.
(a) FORM OF CUSTODY. Custodian shall be responsible for safekeeping Account
Securities. Custodian, in its sole discretion, is authorized to (i) retain
physical possession of Account Securities, and/or (ii) deposit Account
Securities with a Depository or Sub-Custodian selected by Custodian pursuant to
paragraph 8(b).
(b) PHYSICAL CUSTODY. If Custodian retains physical possession of Account
Securities, Custodian shall ensure that Account Securities are at all times
properly identified as belonging solely to a Portfolio. In this regard Custodian
shall physically segregate Account Securities from any property owned by
Custodian. Custodian shall not be required to physically segregate Account
Securities (other than bearer securities which shall be so segregated) from
other securities or property held by Custodian for third parties, but Custodian
shall maintain adequate records showing the true ownership of Account
Securities.
(c) DEPOSITORY CUSTODY. If Custodian deposits Account Securities with a
Depository, Custodian shall maintain adequate records showing the location and
true ownership of such property.
(d) REGISTRATION IN NOMINEE NAME. Custodian is authorized to reregister
securities received in registered form in the name of its nominee, or the
nominee of a Depository, unless alternate registration Instructions are
furnished; provided that Account Securities are held in an account of Custodian
or such Depository containing only assets, held by Custodian or such Depository
in a fiduciary capacity. In consideration of Custodian's registration of Account
Securities in the name of its nominee, Company agrees to pay on demand to
Custodian or its nominee the amount of any loss or liability for stockholders'
assessments, or otherwise, claimed or asserted against such nominee by reason of
such registration. Securities may also be held in the Custodian Account in
coupon bearer form, where, in the judgment of Custodian, it is not practicable
or possible to register such securities.
4. LIABILITY FOR SAFEKEEPING.
LIMITATION OF LIABILITY. Custodian's safekeeping responsibility under
paragraph 3 shall be limited to exercising the care and diligence usually
accorded by Custodian to the safekeeping of its own property; provided, however,
Custodian's responsibility under paragraph 3 is limited to losses occasioned
directly by the negligence or misconduct of its employees or by robbery,
burglary, theft or destruction while the securities are in Custodian's physical
possession. With respect to deliveries of securities to a third party other than
a Depository, agent or Sub-Custodian, Custodian shall be deemed no more than an
"intermediary" as defined in Section 8(3)06(3) of the New York Uniform
Commercial Code. Custodian shall not be under any obligation to any Person to
insure Custodian or the Custodian Account against loss. Custodian shall not be
liable under any circumstances for loss or damage due to war, insurrection,
hurricane, cyclone, tornado, earthquake, volcanic eruption, nuclear fusion or
fission, radioactivity or similar occurrence. Custodian shall not be liable for
loss or damage due to equipment failure, except such as is due to its own
negligence, willful misconduct, or bad faith. Notwithstanding any provision of
this Agreement to the contrary, in the event of any failure or delay in the
performance or non-performance by Custodian of any act or thing which is
required by this Agreement arising out of circumstances set forth in the
preceding two sentences, Custodian shall take reasonable steps under the
circumstances to minimize the effects of any failure or delay and to avoid
continuing harm to Company.
5. TRANSACTIONS.
(a) INSTRUCTIONS. Company may from time to time give Custodian, or appoint
an Investment Adviser to give Custodian, Instructions concerning purchases and
sales and other transactions with respect to Account Securities and Custodian
shall effect such transactions subject to the provisions and undertakings of
this paragraph 5. No person shall have access to Account Securities or the right
to order or effect transactions in Account Securities except as set forth in
this Agreement or in Instructions.
(i) AUTHORIZATION TO ACT ON INSTRUCTIONS. Custodian is authorized to
accept, act upon and rely upon Instructions that Custodian reasonably
believes in good faith to have been given by an Authorized Person, or
that are transmitted with proper testing or authentication in
accordance with procedures specified by Custodian, or that are
transmitted electronically through Custodian's POL*ARIS communications
system or any similar electronic instruction system acceptable to
Custodian.
(ii) RELIANCE ON INSTRUCTIONS. As long as and to the extent that it
exercises reasonable care and acts without negligence, misconduct or
bad faith, Custodian shall incur no liability to Company or otherwise
and shall be fully protected in acting in reliance on, and in omitting
to act in the absence of, Instructions that Custodian reasonably
believes in good faith to be genuine and to be signed, sent or made by
an Authorized Person.
(iii)ERRORS IN INSTRUCTIONS. Custodian shall not be responsible for any
errors or inaccuracies contained in Instructions or, except where due
to its own negligence, misconduct or bad faith, for any delays or
failures in transmissions of Instructions caused by equipment
breakdown or unavailability.
(b) DELIVERIES AND RECEIPTS. In accordance with Instructions, Custodian
shall deliver specified Account Securities (including cash in the Custodian
Account) to the Person designated in such Instructions and shall receive in
exchange therefor the Securities and/or cash and/or other property specified
therein. Account Securities may be delivered "free" if the Instructions so
specify.
If cash is to be delivered by Custodian, the Custodian Account shall be
charged by Custodian on the actual settlement date. Receipts of cash by
Custodian shall be effected in accordance with paragraph 5(c). Custodian shall
exercise reasonable care and diligence in examining and verifying the
certificates or other indicia of ownership of the securities or other property
received before accepting or paying for same. If Instructions direct Custodian
to deliver certificates or other physical evidence of ownership of Account
Securities to any Person other than a Depository, Custodian's sole
responsibility shall be to exercise care and diligence in effecting the delivery
as instructed. Notwithstanding the foregoing, if the delivery and/or receipt is
effected through the facilities of a Depository, Custodian's responsibilities
shall be limited to using reasonable care and diligence in verifying proper
consummation of the transaction by the Depository. Upon completion of a delivery
in accordance with Instructions to any Person other than a Depository, agent or
Sub-Custodian, Custodian shall be discharged completely of any further liability
or responsibility with respect to the safekeeping and custody of Account
Securities so delivered.
(c) DELIVERY AGAINST PAYMENT. Company acknowledges familiarity with the
current securities industry practice of delivering physical Securities against
later payment on delivery date. Notwithstanding Instructions to deliver Account
Securities against payment, Custodian is authorized to make delivery against a
temporary receipt (sometimes called a "window ticket") in lieu of payment.
Custodian agrees to use its best efforts to obtain payment therefor during the
same business day, but Company confirms its sole assumption of all risks of
payment for such deliveries. Custodian may accept checks, whether or not
certified, in payment for Securities. Custodian assumes no responsibility for
the collectability of such checks. The foregoing, to the contrary
notwithstanding, in the event that Company makes special arrangements with the
party to whom Account Securities are to be delivered for actual payment to be
made upon the delivery of such Account Securities and specifies such
arrangements in Instructions, and if such arrangements are reasonably acceptable
to Custodian, Custodian shall make the delivery in accordance with such
Instructions.
(d) TIMELY INSTRUCTIONS. Company, or its Investment Adviser, as the case
may be, shall be responsible for ensuring that Custodian receives timely,
correct and complete Instructions to enable Custodian to effect settlement of
any purchase of Securities or sale of Account Securities on the contract
settlement date. If Custodian does not receive such Instructions within a
reasonable time prior to the contract settlement date, or if for any other
reason Custodian is unable with reasonable diligence to effect settlement on
such date, Custodian shall have no liability of any kind to any Person for
failing to effect settlement on the contract settlement date.
(e) LIMIT OF RESPONSIBILITY. Custodian, in its capacity as such, shall have
no responsibility to manage or recommend investments of Account Securities or to
initiate or effect any purchase, sale, or other investment transaction in the
absence of Instructions from Company or the Investment Adviser. Custodian shall
hold cash in the Custodian Account, subject to receipt of such Instructions,
without liability for interest thereon. As long as and to the extent that it
exercises reasonable care and acts without negligence, misconduct or bad faith,
Custodian shall in no event be responsible or liable for:
(i) the validity of the issue of any Securities purchased by Company, the
legality of the purchase thereof, or the propriety of the amount paid
therefor;
(ii) the legality of the sale of any Securities by Company, or the
propriety of the amount for which the same are sold;
(iii) the legality or propriety of any borrowing or loan by Company; or
(iv) any money, whether or not represented by any check, draft or other
instrument for the payment of money, received by it on behalf of
Company until Custodian actually receives and collects such money
directly by the final crediting of the Custodian Account or the
account representing Company's interest in the Depository.
(f) CORPORATE ACTIONS. In no event shall Custodian be responsible to
ascertain or to take any action concerning, any maturities, puts, calls,
conversions, exchanges, reorganizations, voting of proxies, offers, tenders or
similar matters relating to Account Securities, whether physically held by
Custodian or on deposit with a Depository, other than to deliver to Company and,
if directed by Company, to its Investment Adviser, notices and information
relating to any such corporate action received by Custodian from any issuers,
offerors, or otherwise. Custodian's sole responsibility in this regard shall be
to deliver such notices within a reasonable time after Custodian receives them,
and Custodian shall not otherwise act with respect to any such notice unless and
until Custodian has received appropriate Instructions from Company or the
Investment Adviser, as the case may be. Company agrees and will instruct its
Investment Adviser that any Instructions to Custodian with respect to any such
corporate actions must be delivered to Custodian within sufficient time for
Custodian to act thereon if any action by Custodian is required. As used herein,
"sufficient time" shall mean at any time up to the last permissible hour on the
date for action specified by Custodian in Custodian's written notice hereunder
and Custodian shall have no liability to any person for Custodian's failure to
act upon any such Instructions for the Custodian Account received by Custodian
at any time after such hour and date.
(g) ALLOCATION OF PARTIAL REDEMPTION. Should any Account Securities held in
a Depository be called for a partial redemption by the issuer of such
securities, Custodian is authorized to accept allocation as determined pursuant
to the program therefor then in effect at such Depository or, in the absence of
any such program, in Custodian's sole discretion to allot the called portion to
the respective holders in any manner deemed to be fair and equitable in its
judgment.
(h) FOREIGN SECURITIES. With respect to Account Securities issued by
foreign entities or other Account Securities for which adequate corporate
information is not readily available, Custodian's responsibility is limited as
expressively set forth in paragraph 5(f). With respect to such Account
Securities, Custodian assumes no responsibility for following such Account
Securities or their issuers for coupon payments, redemptions, exchanges or
similar matters affecting such Account Securities. Collections of monies in
foreign currency, to the extent possible, will be converted into U.S. dollars at
customary rates in accordance with Custodian's normal procedures. All risks and
expenses incident to such foreign collections and conversions are assumed by the
applicable Portfolio, and Custodian shall have no responsibility for
fluctuations in exchange rates affecting such collections or conversions.
(i) PROCEEDS. Unless Company is informed otherwise in writing by Custodian,
the proceeds of sales, redemptions, collections, and other receipts, and
dividend and interest income will be credited by Custodian to the Custodian
Account in accordance with the schedule specified from time to time in
Custodian's Standards Manual.
(j) EXCHANGES. Custodian is authorized, without Instructions, to exchange
temporary for definitive certificates and old certificates for new or
overstamped certificates evidencing a change therein.
(k) DEPOSITORY DELIVERIES. In complying with Instructions for delivery of
eligible transactions, Custodian will make deliveries of eligible transactions,
Custodian will make deliveries through (i) the Federal Reserve System, pursuant
to Subpart O of the Treasury Department Circular #300 (31 Code of Federal
Regulations Part 306), and operating circulars of the Federal Reserve Bank of
New York, or (ii) the facilities of any other Depository pursuant to Section
8320 of the New York Uniform Commercial Code and the Rules and Procedures of
such Depository.
(1) AVAILABLE FUNDS. Custodian is not obligated to effect any transaction
or make any payment in connection therewith unless there are sufficient
available funds on deposit in the Custodian Account or funds have otherwise been
make available to Custodian therefor to its satisfaction. The amount by which
payments made by Custodian with respect to property in, or to be received for,
the Custodian Account, or with respect to other transactions pursuant to this
Agreement, exceed available funds and result in an account overdraft shall be
deemed a loan from Custodian to Company, payable on demand and bearing interest
at the then current rate customarily charged by Custodian on similar loans to
the extent permitted by applicable law. All such loans shall be based on
Custodian's sole determination to make the underlying advance in each case.
(m) MANDATORY EXCHANGES. Anything in paragraph 5(f) to the contrary
notwithstanding, Custodian may, without Instructions, surrender and exchange
Account Securities for other Securities in connection with any reorganization,
recapitalization, or similar transaction in which the owner of the Account
Securities is not given an option; PROVIDED, HOWEVER, Custodian has no
responsibility to effect any such exchange unless it has received actual notice
of the event permitting or requiring such exchange at its office designated for
such purpose pursuant to this Agreement. To facilitate any such exchange,
Custodian is authorized to surrender against payment maturing obligations and
obligations called for redemption.
(n) RECEIPT OF PAYMENTS. Subject to the provisions of this Agreement, and
unless and until it receives Instructions to the contrary, Custodian is
authorized to:
(i) present for payment all coupons and other income items held in the
Custodian Account;
(ii) receive payments of interest and principal, dividends, warrants, and
other things of value in connection with Account Securities and hold
such payments in the Custodian Account, with notice thereof to
Company;
(iii)sign for Company all declarations, affidavits, certificates or other
documents that may be required to collect or receive payments or
distributions with respect to Account Securities and disclose, without
further consent of Company, Company's identity to issuers of Account
Securities, or the agents of such issuers, who may request such
disclosure.
Recapitalization and stock distributions will be credited to the Custodian
Account within five (5) business days after the Stock Exchange due xxxx
redeemable date (ten business days after payable date) in order to comply with
the normal course of settling Custodian's position at a Depository and to allow
sufficient time to allocate these shares to the Custodian Account.
(o) LENDING OF ACCOUNT SECURITIES. Custodian shall have the power and
authority to lend Account Securities only in accordance with the terms of a
separate securities lending agreement, if any, entered into between Custodian
and Company.
(p) STANDARDS. Custodian's Policies and Standards manual has been delivered
to Company and when accepted in writing by Company such manual, as amended from
time to time by written agreement of Custodian and Company, shall be deemed to
be incorporated in and made a part of this Agreement.
(q) SEGREGATED ACCOUNTS. The Custodian shall, in accordance with
Instructions, establish and maintain one or more segregated accounts for and on
behalf of a Portfolio, into which accounts may be transferred cash and/or
securities of the Portfolio, (i) in accordance with the provisions of any
agreement among the Company, the Custodian and a broker-dealer registered under
the Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. (or any futures commission merchant registered under
the Commodity Exchange Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities exchange
(or the Commodity Futures Trading Commission or any registered contract market),
or of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Company on behalf of the
Portfolio and (ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Company on behalf of
the Portfolio or commodity futures contracts or options thereon purchased or
sold by the Company on behalf of the Portfolio.
6. REPORTS, BOOKS AND RECORDS.
(a) REPORTS AND STATEMENTS. Books and records prepared and maintained by
Custodian pursuant to this Agreement shall allocate each transaction to the
appropriate portfolio, as specified in Instructions. Promptly after the close of
business each day, Custodian shall make available to Company, by POL*ARIS or in
the manner otherwise agreed upon, transaction reports and a summary of the
transfers to or from the Custodian Account during said day. Custodian shall make
available to Company, by POL*ARIS or in the manner otherwise agreed upon, a
statement of transactions and holdings in the Custodian Account on a monthly
basis or at such other intervals as Custodian and Company shall mutually agree.
(b) ADDITIONAL BOOKS AND RECORDS. In addition to its internal record
requirements, Custodian shall create and maintain such books and records and
provide such reports with respect to the Custodian Account as Custodian and
Company shall agree upon from time to time. Custodian is not the fund accountant
for Company or any of the Portfolios. Custodian shall cooperate with the fund
accountant and shall make available to the fund accountant the transaction
reports and statements referred to in paragraph 6(a) above, but Custodian shall
not be responsible for reconciling its books and records with those of the fund
accountant or for keeping books and records normally by the fund accountant.
(c) INSPECTION. The books and records of Custodian pertaining to the
Custodian Account shall be open to inspection and audit at reasonable times by
duly authorized officers, employees and auditors employed by Company and by
employees and agents of the Securities and Exchange Commission. The costs
incurred by Custodian in connection with routine periodic inspections and audits
shall be borne by Custodian. Any such costs incurred in connection with
extraordinary inspections and audits shall be charged to and paid by Company in
accordance with paragraph 13.
(d) OPINION OF COMPANY'S INDEPENDENT ACCOUNTANT. Custodian shall take all
reasonable actions, as Company may from time to time request, to obtain from
year to year favorable opinions from Company's independent accountants with
respect to Custodian's activities hereunder.
(e) REPORTS BY CUSTODIAN'S INDEPENDENT PUBLIC ACCOUNTANTS. Custodian shall
provide Company from time to time with reports by independent public accountants
on Custodian's system of internal accounting control relating to the services
provided by Custodian under this Agreement. Such reports shall state that such
system is sufficient to meet the objective of providing management with
reasonable, but not absolute, assurance that assets for which Custodian has
responsibility are safeguarded against loss from authorized use or disposition,
and that transactions are executed in accordance with appropriate authorizations
and in conformity with the governing instruments and are recorded properly to
permit the preparation of the required financial reports.
(f) OTHER REPORTS. Custodian shall provide Company with any report received
by Custodian on the system of internal accounting control of any Depository or
Sub-Custodian and with such reports on its own systems of internal or other
accounting control as Company may reasonably request from time to time if and to
the extent that such reports are readily available and are not required by law
or by the practice of any regulatory agency to be kept in confidence by
Custodian.
(g) POL*ARIS(R). Company has the option to elect to participate in
Custodian's POL*ARIS Service, an electronic communications service that
provides, on a daily basis, the ability to view on-line or to print out hard
copy of all transactions involving the delivery in and out of Account Securities
on a free or payment basis, payments of principal and interest or dividends,
pending transactions and fails, and schedules of Custodian Account holdings.
(i) SECURITY OF TERMINAL. In the event that Company subscribes to the
POL*ARIS Service, Company shall be fully responsible for the security
of its connecting terminal(s), access thereto and the proper and
authorized use thereof and Company's initiation and application of
continuing effective safeguards. In this connection, except for any
instance involving Custodian's own negligence or misconduct, and in
addition to any other undertakings by Company in this Agreement,
Company agrees to defend and indemnify Custodian and to hold Custodian
harmless from and against any and all third party suits, actions,
proceedings at law or in equity, claims (groundless or otherwise),
liabilities, losses, damages, payments, settlements, penalties, fines,
costs (including fees and disbursements of counsel selected by
Custodian) and every other expense of every nature asserted against or
incurred by Custodian as a result of any improper or unauthorized use
of such terminal(s), whether on the premises of Company, an Investment
Adviser, or the agent of either.
(ii) PRICING SERVICES. To the extent that the POL*ARIS Service provided
hereunder shall include market values of the Custodian Account
holdings, Custodian may, at its discretion, obtain such information
from outside sources that Custodian deems to be reliable. Custodian
does not verify, represent or warrant either the accuracy or the
completeness of any such information transmitted through the POL*ARIS
Service.
7. INVESTMENT ADVISERS AND INVESTMENTS.
(a) APPOINTMENT OF INVESTMENT ADVISERS. Company may appoint one or more
Investment Advisers to manage the assets held in the Custodian Account. The
terms and conditions of appointment and authority of any Investment Adviser
shall be the sole responsibility of Company. Company shall promptly notify
Custodian by means of Instructions of the appointment and removal of an
Investment Adviser, the portion of the Custodian Account's and/or each
Portfolio's assets that is subject to the investment control of such Investment
Adviser and all other facts pertinent to such Investment Adviser's authority to
give Instructions, including a designation of the Authorized Persons of such
Investment Adviser.
(b) INVESTMENT REVIEW. Custodian shall be under no duty or obligation to
review any investment or reinvestment made or received upon the Instructions of
Company or any Investment Adviser. Without limiting the generality of the
foregoing, with respect to each transaction, the Authorized Person giving the
Instructions shall have the entire responsibility for assuring that the
transaction does not violate the prohibitions of any applicable state or federal
law or court order or judgment affecting the administration of the Custodian
Account or adversely affect the tax treatment of the Custodian Account.
(c) AFFILIATION BETWEEN CUSTODIAN AND ADVISER AND COMPANY. It is understood
that the trustees, officers, employees, agents and shareholders of Company, and
the officers, directors, employees, agents and shareholders of Company's
Investment Adviser, Bankers Trust Company ("Adviser"), are or may be interested
in Custodian as directors, officers, employees, agents, stockholders, or
otherwise, and that the directors, officers, employees, agents or stockholders
of Custodian may be interested in Company as trustees, officers, employees,
agents, shareholders, or otherwise, or in Adviser as officers, directors,
employees, agents, shareholders or otherwise.
(i) No trustee, officer, employee or agent of Company, and no officer,
director, employee or agent of Adviser acting pursuant to any
provision of the Investment Advisory Agreement (the "Advisory
Agreement") between Company and Adviser, shall have physical access to
the assets of Company held by Custodian or be authorized or permitted
to withdraw any investments of Company, nor shall Custodian deliver
any assets of Company to any such person. No officer, director,
employee or agent of Custodian who holds any similar position with
Company or who performs duties under the Advisory Agreement shall have
access to the assets of Company.
(ii) Subject to paragraph 5(a) hereof, nothing in this paragraph 7(c) shall
prohibit any officer, employee or agent of Company, or any officer,
employee or agent of Adviser, from giving Instructions to Custodian as
long as no such Instruction results in delivery of or access to assets
of Company prohibited by subparagraph (i) of this paragraph 7(c).
8. AGENTS AND SUB-CUSTODIANS.
(a) AGENTS. Custodian may at any time or from time to time appoint (and may
at any time remove) any other bank, trust company or responsible commercial
agent that is itself qualified under the 1940 Act to act as a custodian as its
agent to carry out such of the provisions of this Agreement as Custodian may
from time to time direct, PROVIDED that the appointment of any such agent shall
not relieve Custodian of any of its responsibilities or liabilities under this
Agreement.
(b) SUB-CUSTODIANS. Custodian may appoint one or more domestic or foreign
banking institutions or Depositories that is itself qualified under the 1940 Act
to act as custodian (and with respect to foreign banking institutions or
Depositories, meets the requirements of Rule 17f-5 under the 0000 Xxx) to act as
Sub-Custodian of Account Securities, PROVIDED that Company shall have informed
Custodian by means of Instructions that such entity has been approved by all
requisite action as Sub-Custodian for Account Securities and Custodian shall
have received no subsequent Instructions rescinding such approval, and FURTHER
PROVIDED THAT Custodian shall have no more responsibility or liability to
Company on account of any actions or omissions of any Sub-Custodian so appointed
than any such Sub-Custodian has to Custodian.
9. LEGAL PROCEEDINGS.
Custodian shall not be required to initiate, appear in or defend any legal
proceedings or take any other similar action with respect to the Custodian
Account or Account Securities unless Custodian has been indemnified to its
satisfaction against any loss and expense (including attorneys' fees) likely to
be suffered or incurred thereby. Company shall have, at its election, the right
to enforce Custodian's rights against any Sub-Custodian, agent or Depository for
loss, damage or expenses caused Company or any Portfolio by such Sub-Custodian,
agent or Depository and shall be entitled to be subrogated to the rights of
Custodian with respect to any claim against such Sub Custodian; agent or
Depository or any other person, which Custodian may have as a consequence of any
such loss, damage or expenses if and to the extent that Company or a Portfolio
has not been made whole for any such loss or damage.
10. INDEMNIFICATION OF CUSTODIAN.
(a) INDEMNIFICATION. In its capacity as Custodian, Custodian shall not be
liable for any act or failure to act of Company, any Investment Adviser or any
officer, director, employee or agent of any of them. Custodian shall not be
liable for any error of judgment or mistake of law or, except as expressly
provided to the contrary in paragraph 4, for any loss suffered by the Custodian
Account unless resulting from misconduct, bad faith or negligence on the part of
Custodian in the performance of its duties or from the breach or reckless
disregard by Custodian of its obligations and duties under this Agreement.
Except as otherwise expressly provided to the contrary in the preceding
sentence, Custodian shall be indemnified against and held harmless from any and
all third party suits, actions, proceedings at law or in equity, claims
(groundless or otherwise), liabilities, losses, damages, payments, settlements,
penalties, fines, costs (including fees and disbursements of counsel selected by
Custodian and reasonably satisfactory to Company) and every other expense of
every nature incurred by Custodian or asserted against Custodian by any third
party in connection with Custodian's performance of its obligations under this
Agreement. If amounts due Custodian pursuant to this paragraph 10 are not paid
out of the Custodian Account for any reason, they shall be paid by Company.
Custodian agrees to inform Company in writing of any event which comes to its
notice as a result of which the Custodian Account or Company might become liable
to indemnify Custodian under these provisions, provided that any delay in so
doing shall not in any way affect the Custodian Account's or Company's
obligation to Custodian hereunder. Custodian's right to indemnification shall
survive the termination of this Agreement.
(b) PARTICIPATION IN LITIGATION. In the event any action or proceeding
shall be brought against Custodian, in its capacity as such, and it shall notify
Company of the commencement thereof, Company shall be entitled to participate
therein and, subject to all provisions hereof and to the extent that it shall
wish, to assume the defense thereof, with counsel reasonably satisfactory to
Custodian (who shall not, except with the consent of Custodian, be counsel to
Company). After notice from Company to Custodian of its election so to assume
the defense of such action or proceeding and to pay all fees and expenses of
such counsel, Company shall not be liable to Custodian for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by
Custodian, in connection with the defense thereof other than reasonable costs of
investigation, unless either Company or Custodian shall have been advised at any
time by counsel that the assumption or continuation of such defense by Company
would be inappropriate under applicable standards of professional conduct on
account of actual or potential differing interests between Company and Custodian
or under fiduciary principles applicable to the Custodian Account. Custodian
may, at any time, waive its right to indemnification hereunder and assume its
own defense.
(c) SEVERAL OBLIGATIONS. Notwithstanding any provision of this Agreement to
the contrary, Custodian shall be limited in any claim for indemnity or payment
from the Company to the extent that Custodian may only recover from the
Portfolio to which the assessment, tax, cost, liability or expense relates or on
behalf of which Portfolio the disbursement was made or the charge or expense
giving rise to the claim was incurred.
11. REPRESENTATIONS AND WARRANTIES OF COMPANY
Company hereby represents, warrants and covenants to Custodian that:
(a) the employment of Custodian and the allocation of fees, expenses and
other charges to the Custodian Account as herein provided, is not prohibited by
law or any governing documents or contracts relating to the Custodian Account or
the maintenance of custodian accounts for Company as contemplated herein;
(b) the terms of this Agreement do not violate any obligation by which
Company is bound, whether arising by contract, operation of law or otherwise;
(c) this Agreement has been duty authorized by appropriate action and when
executed and delivered will be binding upon Company in accordance with its
terms;
(d) Company will deliver to Custodian such evidence of such authorization
as Custodian may reasonably require, whether by way of a certified resolution,
opinion of counsel or otherwise;
(e) Custodian, in its capacity as such, is not required to maintain any
fidelity bond insurance with respect to Account Securities pursuant to the
requirements of any law applicable to Company;
(f) Company has furnished Custodian the names and original or facsimile
signatures of all Authorized Persons currently authorized to act on behalf of
Company pursuant to this Agreement; and
(g) with respect to matters covered by this Agreement, Custodian shall be
entitled to assume any document delivered herewith remains in effect and any
Authorized Person or Investment Adviser named herein or pursuant hereto
continues to be authorized to act hereunder until Custodian is notified by means
of Instructions of any amendment, change or substitute.
12. REPRESENTATION AND WARRANTIES OF CUSTODIAN.
Custodian hereby represents, warrants and covenants to Company that:
(a) the terms of this Agreement do not violate any obligation by which
Custodian is bound, whether arising by contract, operation of law or otherwise;
(b) this Agreement has been duly authorized by appropriate action and when
executed and delivered will be binding upon Custodian in accordance with its
terms;
(c) Custodian will deliver to Company such evidence of such authorization
as Company may reasonably require, whether by way of a certified resolution,
opinion of counsel or otherwise;
(d) Custodian, in its capacity as such, is not required to maintain any
fidelity bond insurance with respect to Account Securities pursuant to the
requirements of any law applicable to Custodian;
(e) Custodian has furnished Company the names of all Persons currently
authorized to act on behalf of Custodian hereunder; and
(f) with respect to any matters covered by this Agreement, Company shall be
entitled to assume any document delivered herewith remains in effect and any
Person named herein or pursuant hereto continues to be authorized to act
hereunder until it is notified of any amendment, change or substitute.
(g) Custodian is qualified as a custodian under Section 26(a) of the 1940
Act and covenants that it will remain so qualified or upon ceasing to be so
qualified shall promptly notify Company in writing.
13. FEES, EXPENSES AND OTHER CHARGES.
(a) FEE SCHEDULES. For the services provided hereunder, Company shall pay
Custodian monthly in arrears for the existing Portfolios a fee calculated and
accrued in accordance with Custodian's applicable fee schedule set forth in
Appendix D, attached hereto and as amended from time to time made a part hereof.
Such fee schedule does not include out-of-pocket disbursements of Custodian for
which Custodian shall be entitled to be reimbursed by Company. Reimbursable
out-of-pocket disbursements shall include but shall not be limited to the items
specified in Appendix E, attached hereto and as amended from time to time made a
part hereof. Appendix E may be modified by Custodian upon not less than thirty
days prior written notice to Company.
(i) The parties hereto will agree upon the compensation for acting as
custodian for any Portfolio hereafter established and designated to
Custodian at the time that Custodian is asked to commence serving as
such for said Portfolio, and such agreement shall be reflected in a
fee schedule for that Portfolio, dated and signed by an officer of
each party hereto, which shall be attached to Appendix D of this
Agreement, and/or by such other amendments to this Agreement as the
parties shall deem necessary and appropriate.
(b) PAYMENT. All fees and expenses payable or reimbursable to Custodian
under this Agreement shall be paid in full without set-off, deduction or
withholding for any taxes, duties or other charges. Custodian will invoice
Company as soon as practicable after the end of each calendar month and said
invoices will be detailed in accordance with the applicable fee schedule(s) and
will include reimbursable out-of pocket disbursements. If Company does not
object to an invoice within fifteen (15) days after the date thereof, Custodian
shall charge the Custodian Account for the full amount of such invoice.
Custodian shall also be entitled to charge the Custodian Account for the amount
of (i) any indemnification obligation pursuant to paragraph 9 or paragraph 10
that has been either acknowledged in writing by Company or determined by a court
or other tribunal having jurisdiction over the parties and the subject matter to
be owed to Custodian, and (ii) other expenses or liabilities incurred or
assessed against it in connection with the performance of this Agreement,
including but not limited to, the expenses of Sub-Custodians and foreign
branches of Custodian or Sub-Custodians incurred in settling transactions
outside of the United States involving the purchase and sale of Account
Securities. All charges made to the Custodian Account under this paragraph 13(c)
will be allocated to the Portfolio with respect to which such charges were
incurred.
(c) OBTAINING PAYMENT. To obtain payment of all fees and expenses payable
to Custodian hereunder, including but not limited to amounts payable pursuant to
indemnification provisions and to paragraph 5(l), Custodian shall be entitled to
take such other action(s) or exercise such other options, powers and rights as
Custodian now or hereafter has under the New York Uniform Commercial Code or any
other applicable law.
(d) SURVIVAL. Custodian's right to payment and reimbursement hereunder
shall survive the termination of this Agreement.
14. TERM AND TERMINATION.
(a) TERM. This Agreement shall become effective on the date first set forth
above.
(b) NOTICE OF TERMINATION. Either party may terminate this Agreement and
the Custodian Account upon sixty (60) days' written notice to the other party,
PROVIDED THAT Company may terminate this Agreement and the Custodian Account
upon less notice if it receives notice from Custodian pursuant to paragraph
12(g) or in the event of the appointment of a conservator or receiver for
Custodian or upon the happening of a like event at the direction of an
appropriate regulatory agency or court.
(i) In the event that a notice of termination is given by Company, it
shall be accompanied by a certificate of Company electing to terminate
this Agreement with respect to any Portfolio and designating a
successor custodian or custodians, which shall be a person qualified
to so act under the 1940 Act.
(ii) In the event a notice of termination is given by Custodian, Company
shall, on or before the specified termination date, deliver to
Custodian a certificate of Company designating a successor custodian
or custodians. In the absence of such designation by Company,
Custodian may, but shall not be required to, designate a successor
custodian that shall be an entity qualified to so act under the 1940
Act.
(iii)If Company fails to, and Custodian does not, designate a successor
custodian for any Portfolio, Company shall, upon the date specified in
the notice of termination and upon the delivery by Custodian of all
Account Securities (other than Account Securities held in Depositories
that cannot be delivered to Company) and moneys then owned by such
Portfolio, be deemed to be its own custodian and Custodian shall
thereby be relieved of all duties and responsibilities pursuant to
this Agreement, other than duties with respect to Account Securities
held in Depositories that cannot be delivered to Company.
(iv) The execution and delivery of an amended Appendix A that deletes one
or more Portfolios shall constitute a termination of this Agreement
with respect to such deleted Portfolios only and shall not affect the
Portfolios remaining on Appendix A.
(c) DELIVERY OF ACCOUNT SECURITIES AND OTHER PROPERTY. Upon termination,
Custodian shall deliver in proper form for transfer all Account Securities
allocated to the Portfolio(s) specified in the notice of termination, or cause
such to be delivered, to a successor custodian designated by Company or, if a
successor custodian has not accepted an appointment by the effective date of
termination of the Custodian Account, to Company; PROVIDED. HOWEVER, Custodian
shall make such delivery only after deducting all fees, expenses and other
amounts for the payment or reimbursement of which it is entitled hereunder with
respect to such Portfolio(s). Upon completion of such delivery, Custodian shall
be discharged completely of any further liability or responsibility with respect
to the Account Securities and other property so delivered. Custodian shall be
entitled to be reimbursed from the Custodian Account for any expenses incurred
in connection with such delivery unless such termination is at Custodian's
request. Custodian agrees to cooperate with Company and any substitute or
successor custodian appointed by Company during a reasonable transition period.
15. TAXES.
(a) FILINGS. Custodian shall have no responsibility to file any tax returns
regarding the Custodian Account or the Account Securities. Custodian is
authorized and empowered to execute any certificates of ownership or other
reports, declarations or affidavits that it is or may hereafter be required to
execute and furnish under any regulation of the Internal Revenue Service, or by
or under any other authority of the United States or any jurisdiction, domestic
or foreign, which are required in correction with any property that is now or
may hereafter be held in the Custodian Account. Company agrees to notify
Custodian immediately in writing of any material change in status that may
affect any such certificates, reports or other required documents or the
contents thereof. Custodian may withhold from income generated by the Account
Securities, or from the principal thereof, all amounts required to be paid
pursuant to withholding requirements of the taxing authorities of any applicable
jurisdiction, domestic or foreign.
(b) INDEMNIFICATION. Company agrees to indemnify Custodian and any nominee
in whose name Account Securities or other property of Company is registered
against any liability Custodian or such nominee may incur by reason of taxes
assessed to Custodian or such nominee or other costs, liability or expense
incurred by Custodian or such nominee resulting from the fact that Account
Securities or other property of Company are registered in the name of Custodian
or such nominee. Custodian's right to indemnification as aforesaid shall survive
the termination of this Agreement.
16. ADVICE.
Custodian may from time to time consult with counsel to Company or with an
Authorized Person in connection with its obligations arising hereunder and shall
be fully protected in acting upon the written advice or instructions of such
counsel or Authorized Person, as the case may be.
17. ADDRESSES.
Except as provided to the contrary with respect to Instructions and until
further notice from either party, any notices delivered pursuant to this
Agreement, and all other communications shall be in writing and shall be
delivered or sent in hard copy or by facsimile transmission to the following
addresses or such other addresses as from time to time may be specified
hereunder:
If to Company:
Accolade Funds
0000 Xxxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attn: Vice President,
Chief Financial Officer
If to Custodian:
Bankers Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Manager, Mutual Fund Custody
All notices and other communications shall be effective when received. The
party seeking to rely on notice having been given under this paragraph 17 shall
be responsible for ascertaining the facts thereof.
18. MISCELLANEOUS.
(a) INFORMATION TO AND CONSENT OF CUSTODIAN. During the term of this
Agreement, Company shall furnish to Custodian at its office, prior to any
distribution thereof, copies of any prospectus, advertising or promotional
materials prepared for distribution to any Persons who are not Parties hereto
that refer in any way to Custodian. Company shall not distribute or permit the
distribution of such materials if Custodian reasonably objects in writing within
five (5) business days (or such other time as may be mutually agreed) after
receipt thereof. In the event of termination of this Agreement, Company will
continue to furnish to Custodian copies of any of such materials that refer in
any way to Custodian in its role as such. Company shall furnish or otherwise
make available to Custodian such other information relating to the business
affairs of Company as Custodian at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
(b) CONFIDENTIALITY. Each party hereto agrees that it shall treat
confidentially the terms and conditions of this Agreement and all information
provided by the other party to such party regarding its business and operations.
All confidential information provided by Company shall be used by Custodian
solely for the purpose of rendering services pursuant to this Agreement and,
except as may be required in carrying out this Agreement, shall not be disclosed
to any third party without the prior consent of Company. The foregoing shall not
be applicable to any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach of this
Agreement, or that is required to be disclosed by judicial or administrative
process or otherwise by applicable law. The provisions of this paragraph shall
survive any termination of this Agreement.
(c) SCOPE OF THE AGREEMENT. This Agreement contains the whole of the
understanding between the parties with respect to the subject matter hereof.
(d) AMENDMENT. This Agreement may be amended at any time by a written
instrument signed by an Authorized Person of Company by a duly authorized
officer of Custodian.
(e) SEVERABILITY. If any provision of this Agreement is determined to be
invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other provisions of this Agreement.
(f) NO WAIVER. No term or provision hereof shall be deemed waived and no
breach excused unless such waiver or consent shall be in writing and signed by
the party claimed to have waived or consented. No waiver of any term or
provision hereof shall be deemed a continuing waiver unless it is so designated.
Any consent by any party to a breach by the other, whether express or implied,
shall not constitute a consent to or excuse for any other breach.
(g) CAPTIONS. The captions of 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.
(h) ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their heirs, successors, and assigns;
PROVIDED, HOWEVER, this Agreement shall not be assignable by Company without the
written consent of Custodian, or by Custodian without the written consent of
Company, and any attempted assignment without such written consent shall be null
and void.
(i) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(j) LIMITATION OF LIABILITY. This Agreement is an agreement entered into
between Custodian and Company on behalf of each Portfolio and is expressly not
an agreement among all of the Portfolios. No other Portfolio shall receive any
rights nor have any liabilities arising from any action or inaction of any other
Portfolio under this Agreement. Custodian is hereby expressly put on notice of
the limitation of liability set forth in the Declaration of Trust of Company and
agrees that the obligations assumed by any Portfolio hereunder shall be limited
in all cases to the Portfolio and its assets only, and neither Custodian nor its
agents or assigns shall seek satisfaction of any such obligation from the
Directors, Trustees, shareholders or partners of any such Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
ACCOLADE
By: /S/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Chief Financial Officer
Chief Operating Officer
Attest:
/S/ Xxxxxx Xxxx
---------------------
BANKERS TRUST COMPANY
(Custodian)
By /S/ XXXXX XXXXXXXXXX
-------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
Attest:
------------------------------
(Title)
Appendix A
To Custodian Account Agreement
Dated as of October 4,1994
Between ACCOLADE Funds ("Company")
and Bankers Trust Company ("Custodian")
(Paragraph l(k))
LIST OF PORTFOLIOS
------- -------------------------------------------------------------
96911 Bonnel Growth Fund
ACCOLADE FUNDS BANKERS TRUST COMPANY
By: /S/ XXXXX X. XXXXXX By: /S/ XXXXX XXXXXXXXXX
------------------------------- ----------------------------
Title Executive Vice President, Chief Title Vice President
Financial Officer, and
Chief Operating Officer
Date September 21, 1994 Date October 12, 0000
Xxxxxxxx X
To Custodian Account Agreement
Dated as of October 4, 1994
Between ACCOLADE Funds ("Company")
and Bankers Trust Company ("Custodian")
(Paragraph 13(a))
We, the undersigned, do hereby certify that:
The following individuals have been duly authorized as Authorized Persons
to give Instructions on behalf of the Company, the signatures set forth opposite
their respective names arc their true and correct signatures, and each
individual has been duly elected or appointed to and currently serves in the
position following his/her name:
NAME POSITION SIGNATURE
--------------------------- -------------------------- ---------------------
Xxxxx X. Xxxxxx President, Chief Executive /S/ XXXXX X. XXXXXX
Officer
Xxxxx X. Xxxxxx Executive Vice President, /S/ XXXXX X. XXXXXX
Chief Financial Officer,
and Chief Operating
Officer
Xxxxx X. Xxxxxxxx Vice President, Treasurer, /S/ XXXXX X. XXXXXXXX
Chief Accounting Officer,
and Controller
Dated: October 12, 0000
Xxxxxxxx X
To Custodian Account Agreement
Dated as of October 4,1994
Between ACCOLADE Funds ("Company")
and Bankers Trust Company ("Custodian")
(Paragraph 2(c))
The following employees of Bankers Trust Company have been duly authorized
to have access to Account Securities, to receive Instructions and to act
thereon:
------------------------- -------------------------------------------------
Xxxxx Xxxxxxxxx Vice President (000) 000-0000
Xxxxxxx X. Xxxxxxxxx Assistant Vice President (000) 000-0000
Xxx Xxxxx Account Administrator (000) 000-0000
Xxxxxxx Shum Account Administrator (000) 000-0000
Xxxxxxx Xxxxxxxxxxx Account Administrator (000) 000-0000
Xxxxx Xxxxxxxxxxx Assistant Treasurer (000) 000-0000
ACCOLADE FUNDS BANKERS TRUST COMPANY
(Custodian)
By: By: /S/ XXXXX XXXXXXXXXX
---------------- -------------------------
Title: Title: Vice President
---------------- -------------------------
Date: Date: October 12, 1994
---------------- -------------------------
Appendix D
To Custodian Account Agreement
Dated as of October 4, 1994
Between ACCOLADE Funds ("Company")
and Bankers Trust Company ("Custodian")
(Paragraph 13(a))
DOMESTIC CUSTODIAN FEE SCHEDULE*
Monthly Maintenance $100.00
Monthly Safekeeping
Book Entry Issues 2.00
Vault Issues 3.50
Transactions
DTC/ID 6.50
DTC Book Entry/Non-ID 10.00
FBE Book Entry 10.00
PTC Book Entry 18.00
Physical 25.00
P&I Paydowns 6.00
Maturities (Short-term Money Markets 6.00
Instructions)
Reorganizations 40.00
Private Placement Income 15.00
Money Movements 3.00
Euro CD/Cedel Transactions 50.00
Euro CD/Cedel Asset Value .0333%
Foreign Custody Transaction 50.00
Foreign Custody Asset Value .0667%
Appendix D
To Custodian Account Agreement
Dated as of October 4,1994
between ACCOLADE Funds ("Company")
and Bankers Trust Company ("Custodian")
(Paragraph 13(a))
DOMESTIC CUSTODIAN FEE SCHEDULE*
(continued)
POL*ARIS FEE SCHEDULE
$200.00 Per Month Maintenance
$ 1.15 Per Record for Confirms
$ .40 Per Record Without Pricing
$ .45 Per Record With Pricing
* Assumes instruction entry by client. There is a $5.00 surcharge when
entered by Bankers Trust.
* DTC SDFS surcharge $5.00
* Company is entitled to use the value of its cash balances to offset fees in
accordance with the formula agreed upon by Custodian and Company from time
to time.
---------------------------------
* Excludes out-of-pocket expenses (e.g., postage and insurance, transfer
agent fees).
ACCOLADE FUNDS BANKERS TRUST COMPANY
By /S/ XXXXX X. XXXXXX By /S/ XXXXX XXXXXXXXXX
-------------------------------- -------------------------
Title Executive Vice President Title Vice President
Chief Financial Officer
Chief Operating Officer
Date September 21, 1994 Date October 12, 0000
Xxxxxxxx X
To Custodian Account Agreement
Dated as of October 4,1994
Between ACCOLADE Funds ("Company")
and Bankers Trust Company ("Custodian")
(Paragraph 13(a))
REIMBURSABLE OUT-OF-POCKET DISBURSEMENTS
Out-of-Pocket Expenses include but arc not limited to:
1. Federal Express charges
2. Transfer Fees
3. Postage Fees/Courier Services
4. Private Placement Fees
5. Messenger Services
-------------------------
* Company is entitled to use the value of its cash balances to offset such
charges in accordance with the formula agreed upon by Custodian and Company
from time to time.
ACCOLADE FUNDS BANKERS TRUST COMPANY
By /S/ XXXXX X. XXXXXX By /S/ XXXXX XXXXXXXXXX
-------------------------------- ---------------------------
Title Executive Vice President Title Vice President
Chief Financial Officer
Chief Operating Officer
Date September 21, 1994 Date October 12, 1994
