CUSTODY AGREEMENT
This Agreement (the "Agreement") is entered into as of the day
of , 1996 by and between STARR SYSTEM Trust, (the
"Fund"), an open-end non-diversified investment business trust organized
under the laws of Pennsylvania and having its office at 000 XxXxxxxx
Xxxx Xxxxx, Xxxxxxxxxx, XX 00000 and Star Bank, National Association,
(the "Custodian"), a national banking association having its principal
office at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx, 00000.
WHEREAS, the Fund and the Custodian desire to enter into this
Agreement to provide for the custody and safekeeping of the assets of the
Fund as requited by the Investment (Company Act of 1940, as amended
(the "Act").
WHEREAS, the Fund hereby appoints the Custodian as custodian of
all the Fund's Securities and moneys at any time owned by the Fund
during the term of this Agreement (the "Fund Assets").
WHEREAS, the Custodian hereby accepts such appointment as
Custodian and agrees to perform the duties thereof as hereinafter set forth.
THEREFORE, in consideration of the mutual promises hereinafter
set forth, the Fund and the Custodian agree as follows:
ARTICLE I
Definitions
The following words and phrases, when used in this Agreement,
unless the context otherwise requires, shall have the following meanings:
Authorized Person - the Chairman, President, Secretary, Treasurer,
Controller, or Senior Vice President of the Fund, or any other person,
whether or not any such person is an officer or employee of the Fund, duly
authorized by the Board of Trustees of the Fund to give Oral Instructions
and Written Instructions on behalf of the Fund, and listed in the Certificate
annexed hereto as Appendix A, or such other Certificate as may be
received by the Custodian from time to time.
Book-Entry System - the Federal Reserve Bank book-entry system
for United States Treasury securities and federal agency securities.
Depository - The Depository Trust Company ("DTC"), a limited
purpose trust company its successor(s) and its nominee(s) or any other
person or clearing agent
Dividend and Transfer Agent - the dividend and transfer agent
appointed, from time to time, pursuant to a written agreement between the
dividend and transfer agent and the Fund Foreign Securities - a) securities
issued and sold primarily outside of the United States by a foreign
government, a national of any foreign country, or a trust or other
organization incorporated or organized under the laws of any foreign
country or, b) securities issued or guaranteed by the government of the
United States, by any state, by any political subdivision or agency thereof,
or by any entity organized under the laws of the United States or of any
state thereof, which have been issued and sold primarily outside of the
United States.
Money Market Security - debt obligations issued or guaranteed as to
principal and/or interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper, obligations
(including certificates of deposit, bankers' acceptances, repurchase
agreements and reverse repurchase agreements with respect to the same),
and time deposits of domestic banks and thrift institutions whose deposits
are insured by the Federal Deposit Insurance Corporation, and short-term
corporate obligations where the purchase and sale of such securities
normally require settlement in federal funds or their equivalent on the
same day as such purchase and sale, all of which mature in not more than
thirteen (13) months.
Officers - the Chairman, President, Secretary, Treasurer, Controller,
and Senior Vice President and/or Trustee of the Fund listed in the
Certificate annexed hereto as Appendix A, or such other Certificate as may
be received by the Custodian from time to time.
Oral Instructions - verbal instructions received by the Custodian
from an Authorized Person (or from a person that the Custodian
reasonably believes in good faith to be an Authorized Person) and
confirmed by Written Instructions in such a manner that such Written
Instructions are received by the Custodian on the business day
immediately following receipt of such Oral Instructions.
Prospectus - the Fund's then currently effective prospectus and
Statement of Additional Information, as filed with and declared effective
from time to time by the Securities and Exchange Commission.
Security or Securities - Money Market Securities, common stock,
preferred stock, options, financial futures, bonds, notes, debentures,
corporate debt securities, mortgages, and any certificates, receipts,
warrants, or other instruments representing rights to receive, purchase, or
subscribe for the same or evidencing or representing any other rights or
interest therein, or in any property or assets.
Written Instructions - communication received in writing by the
Custodian from an Authorized Person.
ARTICLE II
Documents and Notices to be Furnished By the Fund
A. The following documents, including any amendments thereto,
will be provided contemporaneously with the execution of the Agreement,
to the Custodian by the Fund:
1. A copy of the Declaration of Trust of the Fund certified by
the Secretary.
2. A copy of the By-Laws of the Fund certified by the Secretary.
3. A copy of the resolution of the Board of Trustees of the Fund
appointing the Custodian, certified by the Secretary.
4. A copy of the then current Prospectus.
5. A Certificate of the President and Secretary of the Fund
setting forth the names and signatures of the Officers of the Fund.
B. The Fund agrees to notify the Custodian in writing of the
appointment of any Dividend and Transfer Agent.
ARTICLE III
Receipt of Fund Assets
A. During the term of this Agreement, the Fund will deliver or
cause to be delivered to the Custodian all moneys constituting Fund
Assets. The Custodian shall be entitled to reverse any deposits made on
the Fund's behalf where such deposits have been entered and moneys are
not finally collected within 30 days of the making of such entry.
B. During the term of this Agreement, the Fund will deliver or cause
to be delivered to the Custodian all Securities constituting Fund Assets.
the Custodian will not have any duties or responsibilities with respect to
such Securities until actually received by the Custodian.
C. As and when received, the Custodian shall deposit to the
account(s) of the Fund any and all payments for shares of the Fund issued
or sold from time to time as they are received from the Fund's distributor
or Dividend and Transfer Agent or from the Fund itself.
ARTICLE IV
Disbursement of Fund Assets
A. The Fund shall furnish to the Custodian a copy of the resolution
of the Board of Trustees of the Fund, certified by the Fund's Secretary,
either (I) setting forth the date of the declaration of any dividend or
distribution in respect of shares of the Fund, the date of payment thereof,
the record date as of which Fund shareholders entitled to payment shall be
determined, the amount payable per share to Fund shareholders of record
as of that date, and the total amount to be paid by the Dividend and
Transfer Agent on the payment date, or (ii) authorizing the declaration of
dividends and distributions in respect of shares of the Fund on a daily
basis and authorizing the Custodian to rely on a Certificate setting forth
the date of the declaration of any such dividend or distribution, the date of
payment thereof, the record date as of which Fund shareholders entitled to
payment shall be determined, the amount payable per share to Fund
shareholders of record as of that date, and the total amount to be paid by
the Dividend and Transfer Agent on the payment date.
On the payment date specified in such resolution or Certificate
described above, the Custodian shall segregate such amounts from moneys
held for the account of the Fund so that they are available for such
payment.
B. Upon receipt of Written Instructions so directing it, the Custodian
shall segregate amounts necessary for the payment of redemption proceeds
to be made by the Dividend and Transfer Agent from moneys held for the
account of the Fund so that they are available for such payment.
C. Upon receipt of a Certificate directing payment and setting forth
the name and address of the person to whom such payment is to be made,
the amount of such payment, and the purpose for which payment is to be
made, the Custodian shall disburse amounts as and when directed from the
Fund Assets. The Custodian is authorized to rely on such directions and
shall be under no obligation to inquire as to the propriety of such
directions.
D. Upon receipt of a Certificate directing payment, the Custodian
shall disburse moneys from the Fund Assets in payment of the Custodian's
fees and expenses as provided in Article VIII hereof.
ARTICLE V
Custody of Fund Assets
A. The Custodian shall open and maintain a separate bank account
or accounts in the United States in the name of the Fund, subject only to
draft or order by the Custodian acting pursuant to the terms of this
Agreement, and shall hold all cash received by it from or for the account
of the Fund, other than cash maintained by the Fund in a bank account
established and used by the Fund in accordance with Rule 17f-3 under the
Act. Moneys held by the Custodian on behalf of the Fund may be
deposited by the Custodian to its credit a Custodian in the banking
department of the Custodian. Such moneys shall be deposited by the
Custodian in its capacity as such, and shall be withdrawable by the
Custodian only in such capacity.
B. The Custodian shall hold all Securities delivered to it in
safekeeping in a separate account or accounts maintained at Star Bank,
N.A. for the benefit of the Fund.
C. All Securities held which are issued or issuable only in bearer
form, shall be held by the Custodian in that form; all other Securities held
for the Fund shall be registered in the name of the Custodian or its
nominee. The Fund agrees to furnish to the Custodian appropriate
instruments to enable the Custodian to hold, or deliver in proper form for
transfer, any Securities that it may hold for the account of the Fund and
which may, from time to time, be registered in the name of the Fund.
D. With respect to all Securities held for the Fund, the Custodian
shall on a timely basis (concerning items I and 2 below, as defined in the
Custodian's standards of Service Guide, as amended from time to time,
annexed hereto as Appendix C):
1.) Collect all income due and payable with respect to such
Securities;
2.) Present for payment and collect amounts payable upon all
Securities which may mature or be called, redeemed, or retired, or
otherwise become payable;
3.) Surrender Securities in temporary form for definitive
Securities; and
4.) Execute, as agent, any necessary declarations or
certificates of ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority, including any foreign taxing
authority, now or hereafter in effect.
E. Upon receipt of a Certificate and no otherwise, the Custodian
shall:
1.) Execute and deliver to such persons as may be designated in
such Certificate proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as beneficial owner of any
Securities may be exercised;
2.) Deliver any Securities in exchange for other Securities
or cash issued or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation, or recapitalization of any trust, or the
exercise of any conversion privilege;
3.) Deliver any Securities to any protective committee,
reorganization committee, or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization, or sale
of assets of any trust, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;
4.) Make such transfers or exchanges of the assets of the Fund
and take such other steps as shall be stated in said Certificate to be for the
purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Fund; and
5.) Deliver any Securities held for the Fund to the depository
agent for tender or other similar offers.
F. The Custodian shall promptly deliver to the Fund all notices,
proxy material and executed but unvoted proxies pertaining to shareholder
meetings of Securities held by the Fund. The Custodian shall not vote or
authorize the voting of any Securities or give any consent, waiver or
approval with respect thereto unless so directed by a Certificate or Written
Instruction.
G. The Custodian shall promptly deliver to the Fund all information
received by the Custodian and pertaining to Securities held by the Fund
with respect to tender or exchange offers, calls for redemption or
purchase, or expiration of rights.
ARTICLE VI
Purchase and Sale of Securities
A. Promptly after each purchase of Securities by the Fund, the Fund
shall deliver to the Custodian (I) with respect to each purchase of
Securities which are not Money Market Securities, Written Instructions,
and (ii) with respect to each purchase of Money Market Securities, Written
Instructions or Oral Instructions, specifying with respect to each such
purchase the;
1.) name of the issuer and the title of the Securities,
2.) principal amount purchased and accrued interest, if any,
3.) date of purchase and settlement,
4.) purchase price per unit,
5.) total amount payable, and
6.) name of the person from whom, or the broker through
which, the purchase was made.
The Custodian shall, against receipt of Securities purchased by or for the
Fund, pay out of the Fund Assets, the total amount payable to the person
from whom or the broker through which the purchase was made, provided
that the same conforms to the total amount payable as set forth in such
Written Instructions or Oral Instructions, as the case may be.
B. Promptly after each sale of Securities by the Fund, the Fund shall
deliver to the Custodian (I) with respect to each sale of Securities which
are not Money Market Securities, Written Instructions, and (ii) with
respect to each sale of Money Market Securities, Written Instructions or
Oral Instructions, specifying with respect to each such sale the;
1.) name of the issuer and the title of the Securities,
2.) principal amount sold and accrued interest, if any,
3.) date of sale and settlement,
4.) sale price per unit,
5.) total amount receivable, and
6.) name of the person to whom, or the broker through which, the
sale was made.
The Custodian shall deliver the Securities against receipt of the total
amount receivable, provided that the same conforms to the total amount
receivable as set forth in such Written Instructions or Oral Instructions, as
the case may be.
C. On contractual settlement date, the account of the Fund will be
charged for all purchased Securities settling on that day, regardless of
whether or not delivery is made.
Likewise, on contractual settlement date, proceeds from the sale of
Securities settling that day will be credited to the account of the Fund,
irrespective of delivery.
D. Purchases and sales of Securities effected by the Custodian will
be made on a delivery versus payment basis. The Custodian may, in its
sole discretion, upon receipt of a Certificate, elect to settle a purchase or
sale transaction in some other manner, but only upon receipt of acceptable
indemnification from the Fund.
E. The Custodian shall, upon receipt of a Written Instructions so
directing it, establish and maintain a segregated account or accounts for
and on behalf of the Fund. Cash and/or Securities may be transferred into
such account or accounts for specific purposes, to-wit:
1.) in accordance with the provision of any agreement among the
Fund, the Custodian, and a broker-dealer registered under the Securities
and Exchange Act of 1934, as amended, and also a member of the
National Association of Securities Dealers (NASD) (or any futures
commission merchant registered under
the Commodity Exchange Act), relating to compliance with the rules of
the Options Clearing Corporation and of any registered national securities
exchange, the Commodity Futures Trading Commission, any registered
contract market, or any similar organization or organizations requiring
escrow or other similar arrangements in connection with transactions by
the Fund;
2.) for purposes of segregating cash or government securities in
connection with options purchased, sold, or written by the Fund or
commodity futures contracts or options thereon purchased or sold by the
Fund;
3.) for the purpose of compliance by the fund with the procedures
required for reverse repurchase agreements, firm commitment agreements,
standby commitment agreements, and short sales by Act Release No.
10666, or any subsequent release or releases or rule of the Securities and
Exchange Commission relating to the maintenance of segregated accounts
by registered investment companies; and
4.) for other corporate purposes, only in the case of this
clause 4 upon receipt of a copy of a resolution of the Board of Trustees of
the Fund, certified by the Secretary of the Fund, setting forth the purposes
of such segregated account.
F. Except as otherwise may be agreed upon by the parties hereto, the
Custodian shall not be required to comply with any Written Instructions to
settle the purchase of any Securities on behalf of the Fund unless there is
sufficient cash in the account(s) at the time or to settle the sale of any
Securities from an account(s) unless such Securities are in deliverable
form. Notwithstanding the foregoing, if the purchase price of such
Securities exceeds the amount of cash in the account(s) at the time of such
purchase, the Custodian may, in its sole discretion, advance the amount of
the difference in order to settle the purchase of such Securities. The
amount of any such advance shall be deemed a loan from the
Custodian to the Fund payable on demand and bearing interest accruing
from the date such loan is made up to but not including the date such loan
is repaid at a rate per annum customarily charged by the Custodian on
similar loans.
ARTICLE VII
Fund Indebtedness
In connection with any borrowing by the Fund, the Fund will cause
to be delivered to the Custodian by a bank or broker requiring Securities as
collateral for such borrowing (including the Custodian if the borrowing is
from the Custodian), a notice or undertaking in the form currently
employed by such bank or broker setting forth the amount of collateral.
The Fund shall promptly deliver to the Custodian a Certificate specifying
with respect to each such borrowing: (a) the name of the bank or broker,
(b) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note duly endorsed by
the Fund, or a loan agreement, (c) The date, and time if known,
on which the loan is to be entered into, (d) the date on which the loan
becomes due and payable, (e) the total amount payable to the Fund on the
borrowing date, and (f) the description of the Securities securing the loan,
including the name of the issuer, the title and the number of shares or the
principal amount. The Custodian shall deliver on the borrowing date
specified in the Certificate the required collateral against the lender's
delivery of the total loan amount then payable, provided that the same
conforms to that which is described in the Certificate. The Custodian shall
deliver, in the manner directed by the Fund, such Securities as additional
collateral, as may be specified in a Certificate, to secure further any
transaction described in this Article VII. The Fund shall cause all
Securities released from collateral status to be returned directly to the
Custodian and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. The Custodian may, at the option of the
lender, keep such collateral in its possession, subject to all rights therein
given to the lender because of the loan. The Custodian may require such
reasonable conditions regarding such collateral and its dealings with
third-party lenders as it may deem appropriate.
ARTICLE VIII
Concerning the Custodian
A. Except as otherwise provided herein, the Custodian shall not be
liable for any loss or damage resulting from its action or omission to act or
otherwise, except for any such loss or damage arising out of its own gross
negligence or willful misconduct. The Fund shall defend, indemnify and
hold harmless the Custodian and its directors, officers, employees and
agents with respect to any loss, claim, liability or cost (including
reasonable attorneys' fees) arising or alleged to arise from or relating to the
Fund's duties hereunder or any other action or inaction of the Fund or its
Trustees, officers, employees or agents, except such as may arise from the
negligent action, omission, willful misconduct or breach of this Agreement
by the Custodian. The Custodian may, with respect to questions of law,
apply for and obtain the advice and opinion of counsel, at the expense of
the Fund, and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with the advice or opinion of
counsel. The provisions under this paragraph shall survive the termination
of this Agreement.
B. Without limiting the generality of the foregoing, the Custodian,
acting in the capacity of Custodian hereunder, shall be under no obligation
to inquire into,, and shall not be liable for:
1.) The validity of the issue of any Securities purchased by or
for the account of the Fund, the legality of the purchase thereof, or the
propriety of the amount paid therefor;
2.) The legality of the sale of any Securities by or for the
account of the Fund, or the propriety of the amount for which the same are
sold;
3.) The legality of the issue or sale of any shares of the
Fund, or the sufficiency of the amount to be received therefor;
4.) The legality of the redemption of any shares of the Fund,
or the propriety of the amount to be paid therefor;
5.) The legality of the declaration or payment of any dividend by
the Fund in respect of shares of the Fund;
6.) The legality of any borrowing by the Fund on behalf of the
Fund, using Securities as collateral;
C. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from any
Dividend and Transfer Agent of the Fund nor to take any action to effect
payment or distribution by any Dividend and Transfer Agent of the Fund
of any amount paid by the Custodian to any Dividend and Transfer Agent
of the Fund in accordance with this Agreement.
D. Notwithstanding Section D of Article V, the Custodian shall not
be under any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation, unless
and until (I) it shall be directed to take such action by a Certificate and (ii)
it shall be assured to its satisfaction (including prepayment thereof) of
reimbursement of its costs and expenses In connection with any such
action.
E. The Fund acknowledges and hereby authorizes the Custodian to
hold Securities through its various agents described in Appendix B
annexed hereto. The Fund hereby represents that such authorization has
been duly approved by the Board of Trustees of the Fund as required by
the Act. The Custodian acknowledges that although certain Fund Assets
are held by ???? agents, the Custodian remains primarily liable for the
safekeeping of the Fund Assets.
In addition, the Fund acknowledges that the Custodian may appoint
one or more financial institutions, as agent or agents or as sub-custodian or
sub-custodians, including, but not limited to, banking institutions located
in foreign countries, for the purpose of holding Securities and moneys at
any time owned by the Fund. The Custodian shall not be relieved of any
obligation or liability under this Agreement in connection with the
appointment or activities of such agents or sub-custodians. Any such agent
or sub-custodian shall be qualified to serve as such for assets of
investment companies registered under the Act. Upon request, the
Custodian shall promptly forward to the Fund any documents it receives
from any agent or sub-custodian appointed hereunder which may assist
trustees of registered investment companies fulfill their responsibilities
under Rule 17f-5 of the Act.
F. The Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by it for
the account of the Fund are such as properly may be held by the Fund
under the provisions of the Articles of Incorporation and the Fund's
By-Laws.
G. The Custodian shall treat all records and other information
relating to the Fund and the Fund Assets as confidential and shall not
disclose any such records or information to any other person unless (I) the
Fund shall have consented thereto in writing or (ii) such disclosure is
required by law.
H. The Custodian shall be entitled to receive and the Fund agrees to
pay to the Custodian such compensation as shall be determined pursuant to
Appendix D attached hereto, or 13 as shall be determined pursuant to
amendments to such Appendix D. The Custodian shall be entitled to
charge against any money held by it for the account of the Fund, the
amount of any of its fees, any loss, damage, liability or expense, including
counsel fees. The expenses which the Custodian may charge against the
account of the Fund include, but are not limited to, the expenses of agents
or sub-custodians incurred in settling transactions involving the purchase
and sale of Securities of the Fund.
I. The Custodian shall be entitled to rely upon any Oral
Instructions and any Written Instructions. The Fund agrees to forward to
the Custodian Written Instructions confirming Oral Instructions in such a
manner so that such Written Instructions are received by the Custodian,
whether by hand delivery, facsimile or other~vise, on the same business
day on which such Oral Instructions were given. The Fund agrees that the
failure of the Custodian to receive such confirming instructions shall in no
way affect the validity of the transactions or enforceability of the
transactions hereby authorized by the Fund. The Fund agrees that the
Custodian shall incur no liability to the Fund for acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions.
J. The Custodian will (I) set up and maintain proper books of
account and complete records of all transactions in the accounts
maintained by the Custodian hereunder in such manner as will meet the
obligations of the Fund under the Act, with particular attention to Section
31 thereof and Rules 31a-1 and 31a-2 thereunder and those records are the
property of the Fund, and (ii) preserve for the periods prescribed by
applicable Federal statute or regulation all records required to be so
preserved. All such books and records shall be the property of the Fund,
and shall be open to inspection and audit at reasonable times and with
prior notice by Officers and auditors employed by the Fund.
K. The Custodian shall send to the Fund any report received on
the systems of internal accounting control of the Custodian, or its agents or
sub-custodians, as the Fund may reasonably request from time to time.
L. The Custodian performs only the services of a custodian and
shall have no responsibility for the management, investment or
reinvestment of the Securities from time to time owned by the Fund. The
Custodian is not a selling agent for shares of the Fund and performance of
its duties as custodian shall not be deemed to be a recommendation to the
Fund's depositors or others of shares of the Fund as an investment.
M. The Custodian shall take all reasonable action, that the Fund
may from time to time request, to assist the Fund in obtaining favorable
opinions from the Fund's independent accountants, with respect to the
Custodian's activities hereunder, in connection with the preparation of the
Fund's Form N-IA, Form N-SAR, or other annual reports to the Securities
and Exchange Commission.
N. T he Fund hereby pledges to and grants the Custodian a
security interest in any Fund Assets to secure the payment of any liabilities
of the Fund to the Custodian, whether acting in its capacity as Custodian
or other~vise, or on account of money borrowed from the Custodian. This
pledge is in addition to any other pledge of collateral by the Fund to the
Custodian.
ARTICLE X
Termination
A. Either of the parties hereto may terminate this Agreement for any
reason by giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than ninety (90) days after the
date of giving of such notice. If such notice is given by the Fund, it shall
be accompanied by a copy of a resolution of the Board of Trustees of the
Fund, certified by the Secretary of the Fund, electing to terminate this
Agreement and designating a successor custodian or custodians. In the
event such notice is given by the Custodian, the Fund shall, on or before
the termination date, deliver to the Custodian a copy of a resolution of the
Board of Trustees of the Fund, certified by the Secretary, designating a
successor custodian or custodians to act on behalf of the Fund. In the
absence of such resignation in acting under the provisions of this
Agreement upon Oral Instructions or signatures of the then current
Authorized Persons as set forth in the last delivered Appendix A.
B. No recourse under any obligation of this Agreement or for any
claim based thereon shall be had against any organizer, shareholder,
Officer, Director, past, present or future as such, of the Fund or of any
predecessor or successor, either directly or through the Fund or any such
predecessor or successor, whether by virtue of any constitution, statute or
rule of law or equity, or be the enforcement of any assessment or penalty
or otherwise; it being expressly agreed and understood that this Agreement
and the obligations thereunder are enforceable solely against the Fund, and
that no such personal liability whatever shall attach to, or is or shall be
incurred by, the organizers, shareholders, Officers, Trustees of the Fund or
of any predecessor or successor, or any of them as such. To the extent that
any such liability exists, it is hereby expressly waived and released by the
Custodian as a condition of, and as a consideration for, the execution of
this Agreement.
C. The obligations set forth in this Agreement as having been made
by the Fund have been made by the Board of Trustees, acting as such
Trustees for and on behalf of the Fund, pursuant to the authority vested in
them under the laws of the State of Pennsylvania, the Declaration of Trust
and the By-Laws of the Fund. This Agreement has been executed by
Officers of the Fund as officers, and not individually, and the obligations
contained herein are not binding upon any of the Trustees, Officers, agents
or holders of shares, personally, but bind only the Fund.
D. Provisions of the Prospectus and any other documents (including
advertising material) specifically mentioning the Custodian (other than
merely by name and address) shall be reviewed with the Custodian by the
Fund prior to publication and/or dissemination or distribution, and shall be
subject to the consent of the Custodian.
E. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently given
if addressed to the Custodian and mailed or delivered lo it at its offices at
Star Bank Center, 000 Xxxxxx Xxxxxx, X. X. 0000, Xxxxxxxxxx, Xxxx
00000, attention Mutual Fund Custody Department, or at such other place
as the Custodian may from time to time designate in writing.
F. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund shall be sufficiently given when
delivered to the Fund or on the second business day following the time
such notice is deposited in the U.S. mail postage prepaid and addressed to
the Fund at its office at 000 XxXxxxxx Xxxx, Xxxxxxxxxx, XX 00000 or at
such other place as the Fund may from time to time designate in writing.
G. This Agreement, with the exception of the Appendices, may not
be amended or modified in any manner except by a written agreement
executed by both parties with the same formality as this Agreement, and
authorized and approved by a resolution of the Board of Trustees of the
Fund.
H. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund or by the
Custodian, and no attempted assignment by the Fund or the Custodian
shall be effective without the written consent of the other party hereto.
I. This Agreement shall be construed in accordance with the laws of
the State of Ohio.
J. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto duly
authorized as of the day and year first above written.
ATTEST: STAAR SYSTEM Trust
By:
Title:
ATTEST: STAR BANK, N.A.
Title
APPENDIX A
Authorized Persons Specimen Signatures
Chairman:
President:
Secretary:
Treasurer:
Controller:
Adviser
Employees:
Transfer Agent/
Fund Accountant
Employees:
APPENDIX B
The following agents are employed currently by Star Bank, N.A.
for securities processing and control...
The Depository Trust Company (New York)
0 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
The Federal Reserve Bank
Cincinnati and Cleveland Branches
Bankers Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
(For Foreign Securities and certain non-DTC eligible
Securities)
APPENDIX C
Standards of Service Guide
STAR BANK, N.A.
MAIL LOCATION #6118
000 XXXXXX XXXXXX,
XXXXXXXXXX, XX 00000
March, 1996
Star Bank, N.A.
Standards of Service Guide
Star Bank, N.A. is committed to providing superior quality service to all
customers and their agents at all times. We have compiled this guide as a
tool for
our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions.
Deadlines recited in this guide represent the times required for Star Bank
to guarantee processing. Failure to meet these deadlines will result in
settlement at our client s risk. In all cases, Star Bank will make every
effort to complete all processing on a timely basis.
Star Bank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the
Bankers Trust Company as its agent for ineligible and foreign securities.
For corporate reorganizations, Star Bank utilizes SEI's Reorg Source,
Financial Information, Inc., XCITEK, DTC Important Notices, and the
Wall Street Journal.
For bond calls and mandatory puts, Star Bank utilizes SEI's Bond
Source, Xxxxx Information Systems, Standard and Poor's Corporation,
and DTC Important Notices. Star Bank will not notify clients of optional
opportunities.
Any securities delivered free to Star Bank or its agents must be received
three (3) business days prior to any payment or settlement in order for the
Start Bank standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
The information contained in this standards of
Service Guide is subject to change.
Should any changes be made Star Bank will
provide you with an updated copy of its
Standards of Service Guide.
Star Bank Security Settlements Standards
Transaction Type
Instructions
Deadlines*
Delivery
Instructions
DTC
1:30 P.M. on settlement Date
DTC Participant #0000
Xxxxx Xxxx XX 00000
Institutional #
For Account #
Federal Reserve Book Entry
12:30 P.M. on Settlement Date
Federal Reserve Bank of
Cinti/Trust for Star Bank,
N.A. ABA# 000000000
For Account #
Federal Reserve Book Entry
(Repurchase Agreement
Collateral Only)
1:00 P.M. on Settlement Date
Federal Reserve Bank of
Cinti/Spec for Star Bank,
N.A. ABA# 000000000
For Account #
PTC Securities
(GNMA Book Entry)
12:00 P.M. on Settlement Date
PTC For Account BTRST/CUST
Sub Account: Star Bank, N.A.
#090334
Physical Securities
9:30 A.M. EST on Settlement
Date (for Deliveries, by
4:00 P.M. on Settlement Date
minus 1)
Bankers Trust Company
00 Xxxx Xxxxxx 0xx Xxxxx,
Window 43
for Star Bank Account
#090334
CEDEL/EURO-CLEAR
11:00 A.M. on Settlement Date
minus 2
Euroclear Via Cedel Bridge
In favor of Bankers Trust
Comp
Cedel 53355
For Star Bank Account
#501526354
Cash Wire Transfer
3:00 P.M.
Star Bank, X.X. Xxxxx/Trust
ABA #000000000
Credit Account #0000000
Further Credit to
Account #
* All times listed are Eastern standard Time
Star Bank Payment Standards
Security Type
Income
Principal
Equities
Payable Date
Municipal Bonds*
Payable Date
Payable Date
Corporate Bonds*
Payable Date
Payable Date
Federal Reserve
Bank Book Entry
Payable Date
Payable Date
PTC GNMA s (P&I)
Payable Date +1
Payable Date +1
CMOs*
DTC
Bankers Trust
Payable Date +1
Payable Date +1
Payable Date +1
Payable Date +1
SBA Loan
Certificates
When Received
When Received
Unit Investment
Trust
Certificates*
Payable Date
Payable Date
Certificates of
Deposit*
Payable Date +1
Payable Date +1
Limited
Partnerships
When Received
When Received
Foreign
Securities
When Received
When Received
*Variable Rate
Securities
Federal
Reserve Bank
Book Entry
DTC
Bankers Trust
Payable Date
Payable Date +1
Payable Date +1
Payable Date
Payable Date +1
Payable Date +1
NOTE: If a payable date falls on a weekend or bank
holiday, payment will be made on the immediately
following business day.
Star Bank Corporate Reorganization
Standards
Type of
Action
Notification to
Client
Deadline for Client
Instructions to Star
Bank
Transaction
Posting
Rights, Warrants,
and Optional
Mergers
Later of 10 business days
prior to expiration or
receipt of notice
5 business days prior to
expiration
Upon Receipt
Mandatory Puts with
Option to Retain
Later of 10 business days
prior to expiration or
receipt of notice
5 business days prior to
expiration
Upon Receipt
Class Actions
10 business days prior to
expiration
5 business days prior to
expiration
Upon Receipt
Voluntary Tenders,
Exchanges, and
conversions
Later of 10 business days
prior to expiration or
receipt of notice
5 business days prior to
expiration
Upon Receipt
Mandatory Puts,
defaults,
Liquidations,
Bankruptcies, Stock
Splits, Mandatory
Exchanges
At posting of funds or
securities received
None
Upon Receipt
Full and Partial
Calls
Later of 10 business days
prior to expiration or
receipt of notice
None
Upon Receipt
NOTE: Fractional Shares/par amounts resulting from any of the
above will be
sold.
