1
EXHIBIT EX-99.g.
CUSTODY AGREEMENT
AGREEMENT dated as of ____________________, _____, between AB Funds Trust,
a business trust organized under the laws of the State of Delaware, having its
principal office and place of business at_____________________________ (the
"Fund"), and THE NORTHERN TRUST COMPANY (the "Custodian"), an Illinois company
with its principal place of business at 00 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Fund and the Custodian agree as follows:
1. Definitions.
Whenever used in this Agreement or in any Schedules to this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
(a) "Articles of Incorporation " shall mean the Declaration of Trust of
the Fund, including all amendments thereto.
(b) "Authorized Person" shall be deemed to include the Chairman of the
Board of Directors, the President, and any Vice President, the Secretary,
the Treasurer or any other person, whether or not any such person is an
officer or employee of the Fund, duly authorized by the Board of Directors
to give Instructions on behalf of the Fund and listed in the certification
annexed hereto as Schedule A or such other certification as may be
received by the Custodian from time to time pursuant to Section 18(a).
(c) "Board of Directors" shall mean the Board of Directors or Trustees of
the Fund.
(d) "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry
system for United States and federal agency securities, its successor or
successors and its nominee or nominees.
(e) "Delegate of the Fund" shall mean and include any entity to whom the
Board of Directors of the Fund has delegated responsibility under Rule
17f-5 of the 1940 Act.
(f) "Depository" shall mean The Depository Trust Company, a clearing
agency registered with the Securities and Exchange Commission under
Section 17(a) of the Securities Exchange Act of 1934, as amended, its
successor or successors and its nominee or nominees, the use of which is
hereby specifically authorized. The term "Depository"
1
2
shall further mean and include any other person named in an Instruction
and approved by the Fund to act as a depository in the manner required by
Rule 17f-4 of the 1940 Act, its successor or successors and its nominee or
nominees.
(g) "Instruction" shall mean written (including telecopied, telexed, or
electronically transmitted in a form that can be converted to print) or
oral instructions actually received by the Custodian which the Custodian
reasonably believes were given by an Authorized Person. Oral Instructions
shall be confirmed by the Fund in writing to the Custodian pursuant to
paragraph 16(b)(5). An Instruction shall also include any instrument in
writing actually received by the Custodian which the Custodian reasonably
believes to be genuine and to be signed by any two officers of the Fund,
whether or not such officers are Authorized Persons. Except as otherwise
provided in this Agreement, "Instructions" may include instructions given
on a standing basis.
(h) "1940 Act" shall mean the Investment Company Act of 1940, and the
Rules and Regulations thereunder, all as amended from time to time.
(i) "Portfolio" refers to each of the separate and distinct investment
portfolios of the Fund which the Fund and the Custodian shall have agreed
in writing shall be subject to this Agreement, as identified in Schedule B
hereto.
(j) "Prospectus" shall include each current prospectus and statement of
additional information of the Fund with respect to a Portfolio.
(k) "Rule 17f-5" shall mean Rule 17f-5 under the 1940 Act.
(l) "Rule 17f-7" shall mean Rule 17f-7 under the 1940 Act.
(m) "Shares" refers to the shares of the Fund.
(n) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodity interests and investments from time to time owned by
the Fund and held in a Portfolio.
(o) "Sub-Custodian" shall mean and include (i) any branch of the
Custodian, and (ii) any "eligible foreign custodian," as that term is
defined in Rule 17f-5 under the 1940 Act, approved by the Fund or a
Delegate of the Fund in the manner required by Rule 17f-5. For the
avoidance of doubt, the term "Sub-Custodian" shall not include any central
securities depository or clearing agency.
(p) "Eligible Securities Depository" shall have the same meaning as set
forth in Rule 17f-7(b)(1).
(q) "Transfer Agent" shall mean the person which performs as the transfer
agent, dividend disbursing agent and shareholder servicing agent for the
Fund.
2
3
2. Appointment of Custodian.
(a) The Fund hereby constitutes and appoints the Custodian as custodian of
all the Securities and moneys owned by or in the possession of a Portfolio
during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and agrees
to perform the duties thereof as hereinafter set forth.
3. Appointment and Removal of Sub-Custodians.
(a) The Custodian may appoint one or more Sub-Custodians to act as
sub-custodian or sub-custodians of Securities and moneys at any time held
in any Portfolio, upon the terms and conditions specified in this
Agreement. The Custodian shall oversee the maintenance by any
Sub-Custodian of any Securities or moneys of any Portfolio.
(b) The Agreement between the Custodian and each Sub-Custodian described
in clause (ii) of Section 1(o) and acting hereunder shall contain any
provisions necessary to comply with Rule 17f-5 under the 1940 Act.
(c) Prior to the Custodian's use of any Sub-Custodian described in clause
(ii) of Paragraph 1(o), the Fund or a Delegate of the Fund must approve
such Sub-Custodian in the manner required by Rule 17f-5 and provide the
Custodian with satisfactory evidence of such approval.
(d) The Custodian shall promptly take such steps as may be required to
remove any Sub-Custodian that has ceased to be an "eligible foreign
custodian" or has otherwise ceased to meet the requirements of Rule 17f-5.
If the Custodian intends to remove any Sub-Custodian previously approved
by the Fund or a Delegate of the Fund pursuant to paragraph 3(c), and the
Custodian proposes to replace such Sub-Custodian with a Sub-Custodian that
has not yet been approved by the Fund or a Delegate of the Fund, it will
promptly so notify the Fund or a Delegate of the Fund and provide it with
information reasonably necessary to determine such proposed
Sub-Custodian's eligibility under Rule 17f-5, including a copy of the
proposed agreement with such Sub-Custodian. The Fund shall at the meeting
of the Board of Directors next following receipt of such notice and
information, or a Delegate of the Fund shall promptly after receipt of
such notice and information, determine whether to approve the proposed
Sub-Custodian and will promptly thereafter give written notice of the
approval or disapproval of the proposed action. This paragraph shall not
apply for any Sub-Custodians for which the Custodian serves as foreign
custody manager pursuant to Section 3A.
(e) The Custodian hereby represents to the Fund that in its opinion, after
due inquiry, the established procedures to be followed by each
Sub-Custodian in connection with the safekeeping of property of a
Portfolio pursuant to this Agreement afford reasonable care
3
4
for the safekeeping of such property based on the standards applicable in
the relevant market.
3A. Delegation of Foreign Custody Management.
(a) The Fund hereby delegates to Custodian the responsibilities set
forth in subparagraph (b) below of this Section 3A, in accordance with Rule
17f-5 with respect to foreign custody arrangements for the Fund's portfolios
described in Schedule B, except that the Custodian shall not have such
responsibility with respect to central depositories and clearing agencies or
with respect to custody arrangements in the countries listed on Schedule I,
attached hereto, as that Schedule may be amended from time to time by notice to
the Fund, provided that such notice provides adequate time for the Fund to make
alternative arrangements if necessary.
(b) With respect to each arrangement with any Sub-custodian regarding the assets
of any investment portfolio of the Fund for which Custodian serves as foreign
custody manager under this Section 3A (a "Foreign Custodian"), Custodian shall:
(i)determine that the Fund's assets will be subject to
reasonable care, based on the standards applicable to
custodians in the relevant market, if maintained with the
Foreign Custodian, after considering all factors relevant to
the safekeeping of such assets, including without limitation;
(a) the Foreign Custodian's practices, procedures and
internal controls, including, but not limited to,
the physical protections available for
certificated securities (if applicable), the
method of keeping the custodial records, and the
security and data protection practices;
(b) whether the Foreign Custodian has the requisite
financial strength to provide reasonable care for
the Fund's assets;
(c) the Foreign Custodian's general reputation and
standing; and
(d) whether the Fund will have jurisdiction over and
be able to enforce judgments against the Foreign
Custodian, such as by virtue of the existence of
offices in the United States or consent to service
of process in the United States;
(ii) determine that the written contract with such Foreign Custodian
governing the foreign custody arrangements complies with the
requirements of Rule 17f-5, including Rule 17f-5 (c)(2) and will
provide reasonable care for the Fund's assets based on the standards
specified in Section 3A(b) above;
(iii) establish a system to monitor the appropriateness of
maintaining the Fund's assets with such Foreign Custodian and the
performance of the contract governing the Fund's foreign custody
arrangements;
4
5
(iv) provide to the Fund's Board of Directors, at least annually or
at such times as the Board deems reasonable and appropriate, written
reports notifying the Board of the placement of the Fund's assets
with a particular Foreign Custodian and periodic reports of any
material changes to the Fund's foreign custodian arrangements; and
(v) withdraw the Fund's assets from any Foreign Custodian as soon as
reasonably practicable, if the foreign custody arrangement no longer
meets the requirements of Rule 17f-5.
4. Use of Sub-Custodians and Eligible Securities Depositories.
With respect to property of a Portfolio which is maintained by the
Custodian in the custody of a Sub-Custodian pursuant to Section 3:
(a) The Custodian will identify on its books as belonging to the
particular Portfolio any property held by such Sub-Custodian.
(b) In the event that a Sub-Custodian permits any of the Securities placed
in its care to be held in a foreign securities depository, such
Sub-Custodian will be required by its agreement with the Custodian to use
only Eligible Securities Depositories for this purpose and to identify on
its books such Securities as being held for the account of the Custodian
as a custodian for its customers.
(c) Any Securities held by a Sub-Custodian will be subject only to the
instructions of the Custodian or its agents; and any Securities held in an
foreign securities depository for the account of a Sub-Custodian will be
subject only to the instructions of such Sub-Custodian.
(d) The Custodian will only deposit property of a Portfolio in an account
with a Sub-Custodian which includes exclusively the assets held by the
Custodian for its customers, and will cause such account to be designated
by such Sub-Custodian as a special custody account for the exclusive
benefit of customers of the Custodian.
(e) Before any Securities are placed in an Eligible Securities Depository,
the Custodian shall provide the Fund or its investment adviser with an
analysis of the custody risks associated with maintaining assets with the
Eligible Foreign Securities Depository.
(f) The Custodian or its agent shall continue to monitor the custody risks
associated with maintaining the Securities with an Eligible Foreign
Securities Depository and shall promptly notify the Fund or its investment
adviser of any material changes in said risks.
5
6
5. Compensation.
(a) The Fund will compensate the Custodian for its services rendered under
this Agreement in accordance with the fees set forth in the Fee Schedule
annexed hereto as Schedule C and incorporated herein. Such Fee Schedule
does not include out-of-pocket disbursements of the Custodian for which
the Custodian shall be entitled to xxxx separately; provided that
out-of-pocket disbursements may include only the items specified in
Schedule C.
(b) If the Fund requests that the Custodian act as Custodian for any
Portfolio hereafter established, at the time the Custodian commences
serving as such for said Portfolio, the compensation for such services
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 or
otherwise reflected in Schedule C of this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time to time
by attaching to Schedule C, or replacing Schedule C with, a revised Fee
Schedule, dated and signed by an officer of each party hereto.
(d) The Custodian will xxxx the Fund for its services to each Portfolio
hereunder as soon as practicable after the end of each calendar quarter,
and said xxxxxxxx will be detailed in accordance with the Fee Schedule for
the Fund. The Fund will promptly pay to the Custodian the amount of such
billing. The Custodian shall have a claim of payment against the property
in each Portfolio for any compensation or expense amount owing to the
Custodian in connection with such Portfolio from time to time under this
Agreement.
(e) The Custodian (not the Fund) will be responsible for the payment of
the compensation of each Sub-Custodian.
6. Custody of Cash and Securities
(a) Receipt and Holding of Assets. The Fund will deliver or cause to be
delivered to the Custodian and any Sub-Custodians all Securities and
moneys of any Portfolio at any time during the period of this Agreement
and shall specify the Portfolio to which the Securities and moneys are to
be specifically allocated. The Custodian will not be responsible for such
Securities and moneys until actually received by it or by a Sub-Custodian.
The Fund may, from time to time in its sole discretion, provide the
Custodian with Instructions as to the manner in which and in what amounts
Securities, and moneys of a Portfolio are to be held on behalf of such
Portfolio in the Book-Entry System or a Depository. Securities and moneys
of a Portfolio held in the Book-Entry System or a Depository will be held
in accounts which include only assets of Custodian that are held for its
customers.
6
7
(b) Accounts and Disbursements. The Custodian shall establish and maintain
a separate account for each Portfolio and shall credit to the separate
account all moneys received by it or a Sub-Custodian for the account of
such Portfolio and shall disburse, or cause a Sub-Custodian to disburse,
the same only:
1. In payment for Securities purchased for the Portfolio, as
provided in Section 7 hereof;
2. In payment of dividends or distributions with respect to the
Shares of such Portfolio, as provided in Section 11 hereof;
3. In payment of original issue or other taxes with respect to the
Shares of such Portfolio, as provided in Section 12(c) hereof;
4. In payment for Shares which have been redeemed by such Portfolio,
as provided in Section 12 hereof;
5. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as provided
in Sections 5 and 16(h) hereof;
6. Pursuant to Instructions setting forth the name of the Portfolio
and the name and address of the person to whom the payment is to be
made, the amount to be paid and the purpose for which payment is to
be made.
(c) Fail Float. In the event that any payment made for a Portfolio under
this Section 6 exceeds the funds available in that Portfolio's account,
the Custodian or relevant Sub-Custodian, as the case may be, may, in its
discretion, advance the Fund on behalf of that Portfolio an amount equal
to such excess and such advance shall be deemed an overdraft from the
Custodian or such Sub-Custodian to that Portfolio payable on demand,
bearing interest at the rate of interest customarily charged by the
Custodian or such Sub-Custodian on similar overdrafts.
(d) Confirmation and Statements. At least monthly, the Custodian shall
furnish the Fund with a detailed statement of the Securities and moneys
held by it and all Sub-Custodians for each Portfolio. Where securities
purchased for a Portfolio are in a fungible bulk of securities registered
in the name of the Custodian (or its nominee) or shown on the Custodian's
account on the books of a Depository, the Book-Entry System or a
Sub-Custodian, the Custodian shall maintain such records as are necessary
to enable it to identify the quantity of those securities held for such
Portfolio. In the absence of the filing in writing with the Custodian by
the Fund of exceptions or objections to any such statement within 60 days
after the date that a material defect is reasonably discoverable, the Fund
shall be deemed to have approved such statement; and in such case or upon
written approval of the Fund of any such statement the Custodian shall, to
the extent permitted by law and provided the Custodian has met the
standard of care in Section 16 hereof, be released, relieved and
discharged with respect to all matters and things set forth
7
8
in such statement as though such statement had been settled by the decree
of a court of competent jurisdiction in an action in which the Fund and
all persons having any equity interest in the Fund were parties.
(e) Registration of Securities and Physical Separation. All Securities
held for a Portfolio which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be held
by the Custodian or a Sub-Custodian in that form; all other Securities
held for a Portfolio may be registered in the name of that Portfolio, in
the name of any duly appointed registered nominee of the Custodian or a
Sub-Custodian as the Custodian or such Sub-Custodian may from time to time
determine, or in the name of the Book-Entry System or a Depository or
their successor or successors, or their nominee or nominees; however, in
any such case Custodian's records must properly indentify the Security as
belonging to the Portfolio. The Fund reserves the right to instruct the
Custodian as to the method of registration and safekeeping of the
Securities. The Fund agrees to furnish to the Custodian appropriate
instruments to enable the Custodian or any Sub-Custodian to hold or
deliver in proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System or a
Depository, any Securities which the Custodian of a Sub-Custodian may hold
for the account of a Portfolio and which may from time to time be
registered in the name of a Portfolio. The Custodian shall hold all such
Securities specifically allocated to a Portfolio which are not held in the
Book-Entry System or a Depository in a separate account for such Portfolio
in the name of such Portfolio physically segregated at all times from
those of any other person or persons.
(f) Segregated Accounts. Upon receipt of an Instruction, the Custodian
will establish segregated accounts on behalf of a Portfolio to hold liquid
or other assets as it shall be directed by such Instruction and shall
increase or decrease the assets in such segregated accounts only as it
shall be directed by subsequent Instruction.
(g) Collection of Income and Other Matters Affecting Securities. Except as
otherwise provided in an Instruction, the Custodian, by itself or through
the use of the Book-Entry System or a Depository with respect to
Securities therein maintained, shall, or shall instruct the relevant
Sub-Custodian to:
1. Collect all income due or payable with respect to Securities in
accordance with this Agreement;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed or retired, or
otherwise become payable;
3. Surrender Securities in temporary form for derivative Securities;
8
9
4. Execute any necessary declarations or certificates of ownership
under the federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect; and
5. Hold directly, or through the Book-Entry System or a Depository
with respect to Securities therein deposited, for the account of
each Portfolio all rights and similar Securities issued with respect
to any Securities held by the Custodian or relevant Sub-Custodian
for each Portfolio.
(h) Delivery of Securities and Evidence of Authority. Upon receipt of an
Instruction, the Custodian, directly or through the use of the Book-Entry
System or a Depository, shall, or shall instruct the relevant
Sub-Custodian to:
1. Execute and deliver or cause to be executed and delivered to such
persons as may be designated in such Instructions, proxies,
consents, authorizations, and any other instruments whereby the
authority of the Fund as owner of any Securities may be exercised or
any notices to the beneficial owner of Securities or other portfolio
instruments;
2. Deliver or cause to be delivered any Securities held for a
Portfolio in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for a
Portfolio to any protective committee, reorganization committee or
other person in connection with the reorganization, refinancing,
merger, consolidation or recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this Agreement
in the separate account for each such Portfolio certificates of
deposit, interim receipts or other instruments or documents as may
be issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of a Portfolio
and take such other steps as shall be stated in Written Instructions
to be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
5. Deliver Securities upon sale of such Securities for the account
of a Portfolio pursuant to Section 7;
6. Deliver Securities upon the receipt of payment in connection with
any repurchase agreement related to such Securities entered into on
behalf of a Portfolio;
9
10
7. Deliver Securities of a Portfolio to the issuer thereof or its
agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such case
the cash or other consideration is to be delivered to the Custodian
or Sub-Custodian, as the case may be;
8. Deliver Securities for delivery in connection with any loans of
securities made by a Portfolio but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian and the
Fund which may be in the form of cash or obligations issued by the
United States Government, its agencies or instrumentalities;
9. Deliver Securities for delivery as security in connection with
any borrowings by a Portfolio requiring a pledge of Portfolio
assets, but only against receipt of the amounts borrowed;
10. Deliver Securities to the Transfer Agent or its designee or to
the holders of Shares in connection with distributions in kind, in
satisfaction of requests by holders of Shares for repurchase or
redemption;
11. Deliver Securities for any other proper business purpose, but
only upon receipt of, in addition to written Instructions, a copy of
a resolution or other authorization of the Fund certified by the
Secretary of the Fund, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper business purpose, and naming
the person or persons to whom delivery of such Securities shall be
made.
(i) Endorsement and Collection of Checks, Etc. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders for
the payment of money received by the Custodian for the account of a
Portfolio.
(j) Execution of Required Documents. The Custodian is hereby authorized to
execute any and all applications or other documents required by a
regulatory agency or similar entity as a condition of making investments
in the foreign market under such entity's jurisdiction.
7. Purchase and Sale of Securities.
(a) Promptly after the purchase of Securities, the Fund or its designee
shall deliver to the Custodian an Instruction specifying with respect to
each such purchase: (1) the name of the Portfolio to which such Securities
are to be specifically allocated; (2) the name of the issuer and the title
of the Securities; (3) the number of shares or the principal amount
purchased and accrued interest, if any; (4) the date of purchase and
settlement; (5) the purchase price per unit; (6) the total amount payable
upon such purchase; and (7) the name of the person from whom or the broker
through whom the purchase was made, if any. The Custodian or specified
Sub-Custodian shall receive the Securities purchased by
10
11
or for a Portfolio and upon receipt thereof (or upon receipt of advice
from a Depository or the Book-Entry System that the Securities have been
transferred to the Custodian's account) shall pay to the broker or other
person specified by the Fund or its designee out of the moneys held for
the account of such Portfolio the total amount payable upon such purchase,
provided that the same conforms to the total amount payable as set forth
in such Instruction.
(b) Promptly after the sale of Securities, the Fund or its designee shall
deliver to the Custodian an Instruction specifying with respect to each
such sale: (1) the name of the Portfolio to which the Securities sold were
specifically allocated; (2) the name of the issuer and the title of the
Securities; (3) the number of shares or principal amount sold, and accrued
interest, if any; (4) the date of sale; (5) the sale price per unit; (6)
the total amount payable to the Portfolio upon such sale; and (7) the name
of the broker through whom or the person to whom the sale was made. The
Custodian or relevant Sub-Custodian shall deliver or cause to be delivered
the Securities to the broker or other person designated by the Fund upon
receipt of the total amount payable to such Portfolio upon such sale,
provided that the same conforms to the total amount payable to such
Portfolio as set forth in such Instruction. Subject to the foregoing, the
Custodian or relevant Sub-Custodian may accept payment in such form as
shall be satisfactory to it, and may deliver Securities and arrange for
payment in accordance with the customs prevailing among dealers in
Securities.
(c) Notwithstanding (a) and (b) above, cash in any of the Portfolios may
be invested by the Custodian for short term purposes pursuant to standing
Instructions from the Fund.
8. Lending of Securities.
If the Fund and the Custodian enter into a separate written agreement
authorizing the Custodian to lend Securities, the Custodian may lend
Securities pursuant to such agreement. Such agreement must be approved by
the Fund in the manner required by any applicable law, regulation or
administrative pronouncement, and may provide for the payment of
additional reasonable compensation to the Custodian.
9. Investment in Futures and Options
The Custodian shall pursuant to Instructions (which may be standing
instructions) (i) transfer initial margin to a safekeeping bank or, with
respect to options, broker; (ii) pay or demand variation margin to or from
a designated futures commission merchant or other broker based on daily
marking to market calculations and in accordance with accepted industry
practices; and (iii) subject to the Custodian's consent, enter into
separate procedural, safekeeping or other agreements with safekeeping
banks, futures commission merchants and other brokers pursuant to which
such banks and, in the case of options, brokers, will act as custodian for
initial margin deposits in transactions involving futures contracts and
options. The Custodian shall have no custodial or investment
responsibility
11
12
for any assets transferred to a safekeeping bank, futures commission
merchant or broker pursuant to this paragraph.
10. Provisional Credits, Debits and Overdrafts.
(a) The Custodian is authorized, but shall not be obligated, to credit
the account of a Portfolio provisionally on payable date with
interest, dividends, distributions, redemptions or other amounts
due. Otherwise, such amounts will be credited to the Portfolio on
the date such amounts are actually received and reconciled to the
Portfolio. In cases where the Custodian has credited a Portfolio
with such amounts prior to actual collection and reconciliation, the
Fund acknowledges that the Custodian shall be entitled to recover
any such credit on demand from the Fund and further agrees that the
Custodian may reverse such credit if and to the extent that
Custodian does not receive such amounts in the ordinary course of
business.
(b) The Custodian is authorized, but not obligated, to advance its own
funds to complete transactions in cases where adequate funds may not
otherwise be available to the Fund. In such situations, the
Custodian shall be entitled to repayment of the funds so advanced as
well as its applicable fee for providing advancement of such funds.
(c) The Fund recognizes that any decision to effect an advancement
of the Custodian's own funds under this agreement will be an
accommodation granted entirely at the Custodian's option and in
light of the particular circumstances, which circumstances may
involve conditions in different countries, markets and classes of
assets at different times. The Fund shall make the Custodian
whole for any loss which it may incur from granting such
accommodations and acknowledges that the Custodian shall be
entitled to recover any relevant amounts from the Fund on
demand. All amounts thus due to the Custodian shall be paid by
the Fund from the account of the relevant Portfolio unless
otherwise paid on a timely basis and in that connection the Fund
acknowledges that the Custodian has a continuing lien on all
assets of such Portfolio to secure such payments and agrees that
the Custodian may apply or set off against such amounts any
amounts credited by or due from the Custodian to the Fund. If
funds in the Portfolio are insufficient to make any such payment
the Fund shall promptly deliver to the Custodian the amount of
such deficiency in immediately available funds when and as
specified by the Custodian's written or oral notification to the
Fund.
(d) In connection with the Custodian's global custody service the
Fund will maintain deposits at the Custodian's London Branch.
The Fund acknowledges and agrees that such deposits are payable
only in the currency in which an applicable deposit is
denominated; that such deposits are payable only on the Fund's
demand at the Custodian's London Branch; that such deposits are
not payable at any of the Custodian's offices in the United
States; and that the Custodian will not in any
12
13
manner directly or indirectly promise or guarantee any such payment
in the United States.
The Fund further acknowledges and agrees that such deposits are
subject to cross-border risk, and therefore the Custodian will have
no obligation to make payment of deposits if and to the extent that
the Custodian is prevented from doing so by reason of applicable law
or regulation or any Sovereign Risk event affecting the London
Branch or the currency in which the applicable deposit is
denominated. "Sovereign Risk" for this purpose means
nationalization, expropriation, devaluation, revaluation,
confiscation, seizure, cancellation, destruction or similar action
by any governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental
authority of currency restrictions, exchange controls, taxes, levies
or other charges affecting the property rights of persons who are
not residents of the affected jurisdiction; or acts of war,
terrorism, insurrection or revolution; or any other act or event
beyond the Custodian's control. The Custodian shall take
commercially reasonable steps to mitigate the effect of a Sovereign
Risk event upon the Fund's assets.
THE FUND ACKNOWLEDGES AND AGREES THAT DEPOSIT ACCOUNTS MAINTAINED AT
FOREIGN BRANCHES OF UNITED STATES BANKS (INCLUDING, IF APPLICABLE,
ACCOUNTS IN WHICH CUSTOMER FUNDS FOR THE PURCHASE OF SECURITIES ARE
HELD ON AND AFTER CONTRACTUAL SETTLEMENT DATE), ARE NOT INSURED BY
THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION; MAY NOT BE
GUARANTEED BY ANY LOCAL OR FOREIGN GOVERNMENTAL AUTHORITY; ARE
UNSECURED; AND IN A LIQUIDATION MAY BE SUBORDINATED IN PRIORITY OF
PAYMENT O DOMESTIC (U.S.-DOMICILED) DEPOSITS. THEREFORE, BENEFICIAL
OWNERS OF SUCH FOREIGN BRANCH DEPOSITS MAY BE UNSECURED CREDITORS OF
THE NORTHERN TRUST COMPANY.
Deposit account balances that are owned by United States residents
are expected to be maintained in an aggregate amount of at least
$100,000 or the equivalent in other currencies.
11. Payment of Dividends or Distributions.
(a) In the event that the Board of Directors of the Fund (or a committee
thereof) authorizes the declaration of dividends or distributions with
respect to a Portfolio, an Authorized Person shall provide the Custodian
with Instructions specifying the record date, the date of payment of such
distribution and the total amount payable to the Transfer Agent or its
designee on such payment date.
13
14
(b) Upon the payment date specified in such Instructions, the Custodian
shall pay the total amount payable to the Transfer Agent or its designee
out of the moneys specifically allocated to and held for the account of
the appropriate Portfolio.
12. Sale and Redemption of Shares.
(a) Whenever the Fund shall sell any Shares, the Fund shall deliver or
cause to be delivered to the Custodian an Instruction specifying the name
of the Portfolio whose Shares were sold and the amount to be received by
the Custodian for the sale of such Shares.
(b) Upon receipt of such amount from the Transfer Agent or its designee,
the Custodian shall credit such money to the separate account of the
Portfolio specified in the Instruction described in paragraph (a) above.
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 12, the Custodian shall pay all original issue
or other taxes required to be paid in connection with such issuance upon
the receipt of an Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares are redeemed, the
Fund shall deliver or cause to be delivered to the Custodian an
Instruction specifying the name of the Portfolio whose Shares were
redeemed and the total amount to be paid for the Shares redeemed.
(e) Upon receipt of an Instruction described in paragraph (d) above, the
Custodian shall pay to the Transfer Agent (or such other person as the
Transfer Agent directs) the total amount specified in such Instruction.
Such payment shall be made from the separate account of the Portfolio
specified in such Instruction.
13. Indebtedness.
(a) The Fund or its designee will cause to be delivered to the Custodian
by any bank (excluding the Custodian) from which the Fund borrows money,
using Securities as collateral, a notice or undertaking in the form
currently employed by any such bank setting forth the amount which such
bank will loan to the Fund against delivery of a stated amount of
collateral. The Fund shall promptly deliver to the Custodian an
Instruction stating with respect to each such borrowing: (1) the name of
the Portfolio for which the borrowing is to be made; (2) the name of the
bank; (3) 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 other loan agreement; (4) the time and date, if known, on
which the loan is to be entered into (the "borrowing date"); (5) the date
on which the loan becomes due and payable; (6) the total amount payable to
the Fund for the separate account of the Portfolio on the borrowing date;
(7) the market value of Securities to be delivered as collateral for such
loan, including the name of the issuer, the
14
15
title and the number of shares or the principal amount of any particular
Securities; (8) whether the Custodian is to deliver such collateral
through the Book-Entry System or a Depository; and (9) a statement that
such loan is in conformance with the 1940 Act and the Prospectus.
(b) Upon receipt of the Instruction referred to in paragraph (a) above,
the Custodian shall deliver on the borrowing date the specified collateral
and the executed promissory note, if any, against delivery by the lending
bank of the total amount of the loan payable, provided that the same
conforms to the total amount payable as set forth in the Instruction. The
Custodian may, at the option of the lending bank, keep such collateral in
its possession, but such collateral shall be subject to all rights therein
given the lending bank by virtue of any promissory note or loan agreement.
The Custodian shall deliver as additional collateral in the manner
directed by the Fund from time to time such Securities specifically
allocated to such Portfolio as may be specified in the Instruction to
collateralize further any transaction described in this Section 13. 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. In the
event that the Fund fails to specify in such Instruction all of the
information required by this Section 13, the Custodian shall not be under
any obligation to deliver any Securities. Collateral returned to the
Custodian shall be held hereunder as it was prior to being used as
collateral.
14. Corporate Action.
Whenever the Custodian or any Sub-Custodian receives information
concerning Securities held for a Portfolio which requires discretionary
action by the beneficial owner of the Securities (other than a proxy),
such as subscription rights, bond issues, stock repurchase plans and
rights offerings, or legal notices or other material intended to be
transmitted to Securities holders ("Corporate Actions"), the Custodian
will give the Fund or its designee written notice of such Corporate
Actions to the extent that the Custodian's central corporate actions
department has actual knowledge of a Corporate Action in time to notify
the Fund.
When a rights entitlement or a fractional interest resulting from a rights
issue, stock dividend, stock split or similar Corporate Action which bears
an expiration date is received, the Custodian will endeavor to obtain an
Instruction relating to such Corporate Action from an Authorized Person,
but if such Instruction is not received in time for the Custodian to take
timely action, or actual notice of such Corporate Action was received too
late to seek such an Instruction, the Custodian is authorized to sell, or
cause a Sub-Custodian to sell, such rights entitlement or fractional
interest and to credit the applicable account with the proceeds and to
take any other action it deems, in good faith, to be appropriate, in which
case, provided it has met the standard of care in Section 16 hereof, it
shall be held harmless by the particular Portfolio involved for any such
action.
15
16
The Custodian will deliver proxies to the Fund or its designated agent
pursuant to special arrangements which may have been agreed to in writing
between the parties hereto. Such proxies shall be executed in the
appropriate nominee name relating to Securities registered in the name of
such nominee but without indicating the manner in which such proxies are
to be voted; and where bearer Securities are involved, proxies will be
delivered in accordance with an applicable Instruction, if any.
15. Persons Having Access to the Portfolios.
(a) Neither the Fund nor any officer, director, employee or agent of the
Fund, the Fund's investment adviser, or any sub-investment adviser, shall
have physical access to the assets of any Portfolio held by the Custodian
or any Sub-Custodian or be authorized or permitted to withdraw any
investments of a Portfolio, nor shall the Custodian or any Sub-Custodian
deliver any assets of a Portfolio to any such person. No officer,
director, employee or agent of the Custodian who holds any similar
position with the Fund's investment adviser, with any sub-investment
adviser of the Fund or with the Fund shall have access to the assets of
any Portfolio.
(b) Nothing in this Section 15 shall prohibit any Authorized Person from
giving Instructions to the Custodian so long as such Instructions do not
result in delivery of or access to assets of a Portfolio prohibited by
paragraph (a) of this Section 15.
(c) The Custodian represents that it maintains a system that is reasonably
designed to prevent unauthorized persons from having access to the assets
that it holds (by any means) for its customers.
16. Concerning the Custodian.
(a) Scope of Services. The Custodian shall be obligated to perform only
such services as are set forth in this Agreement or expressly contained in
an Instruction given to the Custodian which is not contrary to the
provisions of this Agreement.
(b) Standard of Care.
1. The Custodian will use reasonable care, prudence and diligence
with respect to its obligations under this Agreement and the
safekeeping of property of the Portfolios. The Custodian shall be
liable to, and shall indemnify and hold harmless the Fund from and
against any loss which shall occur as the result of the failure of
the Custodian or a Sub-Custodian to exercise reasonable care,
prudence and diligence with respect to their respective obligations
under this Agreement and the safekeeping of such property. The
determination of whether the Custodian or Sub-Custodian has
exercised reasonable care, prudence and diligence in connection with
their obligations under this Agreement shall be made in light of the
reasonable care, prudence and diligence that a person having
responsibility for the safekeeping of the Fund's Securities would
exercise in the
16
17
jurisdiction in which such custodial services are performed. In the
event of any loss to the Fund by reason of the failure of the
Custodian or a Sub-Custodian to exercise reasonable care, prudence
and diligence, the Custodian shall be liable to the Fund only to the
extent of the Fund's direct damages and expenses, which damages, for
purposes of property only, shall be determined based on the market
value of the property which is the subject of the loss at the date
of discovery of such loss and without reference to any special
condition or circumstances.
2. The Custodian will not be responsible for any act, omission, or
default of, or for the solvency of, any central securities
depository or clearing agency, notwithstanding anything to the
contrary hereunder.
3. Subject to paragraphs (b)(1) and (2) above, the Custodian will
not be responsible for any act, omission, or default of, or for the
solvency of, any broker or agent which it or a Sub-Custodian
appoints and uses unless such appointment and use is made or done
negligently or in bad faith. In the event such an appointment and
use is made or done negligently or in bad faith, the Custodian shall
be liable to the Fund only for direct damages and expenses
(determined in the manner described in paragraph (b)(1) above)
resulting from the appointment and use of any such broker or agent
and, in the case of any loss due to an act, omission or default of
such agent or broker, only to the extent that such loss occurs as a
result of the failure of the agent or broker to exercise reasonable
care ("reasonable care" for this purpose to be determined in light
of the prevailing standards applicable to agents or brokers, as
appropriate, in the jurisdiction where the services are performed if
the services provided are normally provided by such agent or broker
in the relevant jurisdiction). For the avoidance of doubt, this
paragraph shall not impact in any way the Custodian's responsibility
for Sub-Custodians as set forth in paragraph (b)(1) above or its
responsibilities derived from Rule 17f-7.
4. The Custodian shall be entitled to rely, and may act, upon the
advice of counsel (who may be counsel for the Fund) on all matters
and shall be without liability for any action reasonably taken or
omitted in good faith and without negligence pursuant to such
advice.
5. The Custodian shall be entitled to rely upon any Instruction it
receives pursuant to the applicable Sections of this Agreement that
it reasonably believes to be genuine and to be from an Authorized
Person. In the event that the Custodian receives oral Instructions,
the Fund or its designee shall cause to be delivered to the
Custodian, by the close of business on the same day that such oral
Instructions were given to the Custodian, written Instructions
confirming such oral Instructions, whether by hand delivery, telex
or otherwise. The Fund agrees that the fact that no such confirming
written Instructions are received by the Custodian 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
17
18
shall incur no liability to the Fund in connection with (i) acting
upon oral Instructions given to the Custodian hereunder, provided
such instructions reasonably appear to have been received from an
Authorized Person or (ii) deciding not to act solely upon oral
Instructions, provided that the Custodian first contacts the giver
of such oral Instructions and requests written confirmation
immediately following any such decision not to act.
6. The Custodian shall supply the Fund or its designee with such
daily information regarding the cash and Securities positions and
activity of each Portfolio as the Custodian and the Fund or its
designee shall from time to time agree. It is understood that such
information will not be audited by the Custodian and the Custodian
represents that such information will be the best information then
available to the Custodian. The Custodian shall have no
responsibility whatsoever for the pricing of Securities, accruing
for income, valuing the effect of Corporate Actions, or for the
failure of the Fund or its designee to reconcile differences between
the information supplied by the Custodian and information obtained
by the Fund or its designee from other sources, including but not
limited to pricing vendors and the Fund's investment adviser.
Subject to the foregoing, to the extent that any miscalculation by
the Fund or its designee of a Portfolio's net asset value is
attributable to the willful misfeasance, bad faith or negligence of
the Custodian (including any Sub-Custodian ) in supplying or
omitting to supply the Fund or its designee with information as
aforesaid, the Custodian shall be liable to the Fund for any
resulting loss (subject to such de minimis rule of change in value
as the Board of Directors may from time to time adopt).
(c) Limit of Duties. Without limiting the generality of the foregoing, the
Custodian shall be under no duty or obligation to inquire into, and shall
not be liable for:
1. The validity of the issue of any Securities purchased by any
Portfolio, the legality of the purchase thereof, or the propriety of
the amount specified by the Fund or its designee for payment
therefor;
2. The legality of the sale of any Securities by any Portfolio or
the propriety of the amount of consideration for which the same are
sold;
3. The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety of
the amount to be paid therefor;
5. The legality of the declaration or payment of any dividend or
distribution by the Fund; or
6. The legality of any borrowing.
18
19
(d) The Custodian need not maintain any insurance for the exclusive
benefit of the Fund, but hereby warrants that as of the date of this
Agreement it is maintaining a bankers Blanket Bond and hereby agrees to
notify the Fund in the event that such bond is canceled or otherwise
lapses.
(e) Consistent with and without limiting the language contained in Section
16(a), it is specifically acknowledged that the Custodian shall have no
duty or responsibility to:
1. Question any Instruction or make any suggestions to the Fund or
an Authorized Person regarding any Instruction;
2. Supervise or make recommendations with respect to investments or
the retention of Securities;
3. Subject to Section 16(b)(3) hereof, evaluate or report to the
Fund or an Authorized Person regarding the financial condition of
any broker, agent or other party to which Securities are delivered
or payments are made pursuant to this Agreement; or
4. Review or reconcile trade confirmations received from brokers.
(f) Amounts Due from or to Transfer Agent. The Custodian shall not be
under any duty or obligation to take action to effect collection of any
amount due to any Portfolio from the Transfer Agent or its designee nor to
take any action to effect payment or distribution by the Transfer Agent or
its designee of any amount paid by the Custodian to the Transfer Agent in
accordance with this Agreement.
(g) No Duty to Ascertain Authority. 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 Fund and specifically allocated to a
Portfolio are such as may properly be held by the Fund under the
provisions of the Articles of Incorporation and the Prospectus.
(h) Indemnification. The Fund agrees to indemnify and hold the Custodian
harmless from all loss, cost, taxes, charges, assessments, claims, and
liabilities (including, without limitation, liabilities arising under the
Securities Act of 1933, the Securities Exchange Act of 1934 and the 1940
Act and state or foreign securities laws) and expenses (including
reasonable attorneys fees and disbursements) arising directly or
indirectly from any action taken or omitted by the Custodian (i) at the
request or on the direction of or in reliance on the advice of the Fund or
in reasonable reliance upon the Prospectus or (ii) upon an Instruction;
provided, that the foregoing indemnity shall not apply to any loss, cost,
tax, charge, assessment, claim, liability or expense to the extent the
same is attributable to the Custodian's or any Sub-Custodian's negligence,
willful misconduct, bad faith or reckless disregard of duties and
obligations under this Agreement or any other agreement relating to the
custody of Fund property.
19
20
(i) The Fund agrees to hold the Custodian harmless from any liability or
loss resulting from the imposition or assessment of any taxes or other
governmental charges on a Portfolio.
(j) Without limiting the foregoing, the Custodian shall not be liable for
any loss which results from:
1. the general risk of investing;
2. subject to Section 16(b) hereof, investing or holding property in
a particular country including, but not limited to, losses resulting
from nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or
affect the value of property held pursuant to this Agreement; or
3. consequential, special or punitive damages for any act or failure
to act under any provision of this Agreement, even if advised of the
possibility thereof.
(k) Force Majeure. No party shall be liable to the other for any delay in
performance, or non- performance, of any obligation hereunder to the
extent that the same is due to forces beyond its reasonable control,
including but not limited to delays, errors or interruptions caused by the
other party or third parties, any industrial, juridical, governmental,
civil or military action, acts of terrorism, insurrection or revolution,
nuclear fusion, fission or radiation, failure or fluctuation in electrical
power, heat, light, air conditioning or telecommunications equipment, or
acts of God. The Custodian agrees that it shall at all times maintain a
commercially reasonable business continuity plan designed to mitigate the
effects of an event of Force Majeure upon its business.
(1) Inspection of Books and Records. The Custodian shall create and
maintain all records relating to its activities and obligations under this
Agreement in such manner as will meet the obligations of the Fund under
the 1940 Act, with particular attention to Section 31 thereof and Rules
31a-1 and 31a-2 thereunder, and under applicable federal and state laws.
All such records shall be the property of the Fund and shall at all times
during regular business hours of the Custodian be open for inspection by
duly authorized officers, employees and agents of the Fund and by the
appropriate employees of the Securities and Exchange Commission. The
Custodian shall, at the Fund's request, supply the Fund with a tabulation
of Securities and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian,
include certificate numbers in such tabulations.
(m) Accounting Control Reports. The Custodian shall provide the Fund with
any report obtained by the Custodian on the system of internal accounting
control of the
20
21
Book-Entry System, each Depository, and each Sub-Custodian and with an
annual report on its own systems of internal accounting control.
17. Term and Termination.
(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter until
terminated in accordance with Section 17(b).
(b) Either of the parties hereto may terminate this Agreement with respect
to any Portfolio by giving to the other party a notice in writing
specifying the date of such termination, which, in case the Fund is the
terminating party, shall be not less than 60 days after the date of
Custodian receives such notice or, in case the Custodian is the
terminating party, shall be not less than 90 days after the date the Fund
receives such notice. In the event such notice is given by the Fund, it
shall be accompanied by a certified resolution of the Board of Directors,
electing to terminate this Agreement with respect to any Portfolio 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 certified
resolution of the Board of Directors, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the Custodian
may designate a successor custodian, which shall be a person qualified to
so act under the 0000 Xxx. If the Fund fails to designate a successor
custodian with respect to any Portfolio, the Fund shall upon the date
specified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities held in
the Book-Entry System which cannot be delivered to the Fund) and moneys of
such Portfolio, be deemed to be its own custodian and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities held in the
Book-Entry System which cannot be delivered to the Fund.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 17, this Agreement shall terminate to the extent specified in such
notice, and the Custodian shall upon receipt of a notice of acceptance by
the successor custodian on that date deliver directly to the successor
custodian all Securities and moneys then held by the Custodian and
specifically allocated to the Portfolio or Portfolios specified, after
deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled with respect to such
Portfolio or Portfolios.
18. Miscellaneous.
(a) Annexed hereto as Schedule A is a certification signed by two of the
present officers of the Fund setting forth the names of the present
Authorized Persons. The Fund agrees to furnish to the Custodian a new
certification in similar form in the event that any such present
Authorized Person ceases to be such an Authorized Person or in the event
21
22
that other or additional Authorized Persons are elected or appointed.
Until such new certification is received by the Custodian, the Custodian
shall be fully protected in acting under the provisions of this Agreement
upon Instructions which Custodian reasonably believes were given by an
Authorized Person, as identified in the last delivered certification.
Unless such certification specifically limits the authority of an
Authorized Person to specific matters or requires that the approval of
another Authorized Person is required, Custodian shall be under no duty to
inquire into the right of such person, acting alone, to give any
instructions whatsoever under this Agreement.
(b) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given
if addressed to the Custodian and mailed or delivered to it at its offices
at its address stated on the first page hereof or at such other place as
the Custodian may from time to time designate in writing.
(c) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund, shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at its offices at its
address shown on the first page hereof or at such other place as the Fund
may from time to time designate in writing.
(d) Except as expressly provided herein, Agreement 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.
(e) 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 without the
written consent of the Custodian, or by the Custodian without the written
consent of the Fund, and any attempted assignment without such written
consent shall be null and void.
(f) This Agreement shall be construed in accordance with the laws of
the State of Illinois.
(g) The captions of the 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) 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.
22
23
(i) The Fund and the Custodian agree that the obligations of the Fund
under this Agreement shall not be binding upon or any member of the Board
of Directors or any shareholder or shareholders, nominee, officer,
employee or agent, whether past, present or future, of the Fund as a group
or individually, but are binding only upon the assets and property of the
Fund or of the appropriate Portfolio(s) thereof. The execution and
delivery of this Agreement have been duly authorized by Fund and signed by
an authorized officer of the Fund, acting as such, but neither such
authorization by the Fund nor such execution and delivery by such officer
shall be deemed to have been made by any member of the Board of Directors
or by any officer or shareholder of the Fund individually or to impose any
liability on any of them personally, but shall bind only the assets and
property of the Fund or of the appropriate Portfolio(s) thereof.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective representatives duly authorized as of the day
and year first above written.
AB FUNDS TRUST
By: _______________________________________
Name:
Title:
The undersigned, _____________________, does hereby certify that he/she is the
duly elected, qualified and acting Secretary of AB Funds Trust (the "Fund") and
further certifies that the person whose signature appears above is a duly
elected, qualified and acting officer of the Fund with full power and authority
to execute this Custody Agreement on behalf of the Fund and to take such other
actions and execute such other documents as may be necessary to effectuate this
Agreement.
_______________________
Secretary
AB FUNDS TRUST
THE NORTHERN TRUST COMPANY
By: ______________________________________
Name:
Title:
23
24
SCHEDULE A
CERTIFICATION OF AUTHORIZED PERSONS
Pursuant to paragraphs 1(b) and 18(a) of the Agreement, the undersigned
officers of [Fund Name] hereby certify that the person(s) whose name(s) and
signature(s) appear below have been duly authorized by the Board of Directors to
give Instructions on behalf of the Fund.
NAME SIGNATURE
__________________________ ___________________________
__________________________ ___________________________
__________________________ ___________________________
__________________________ ___________________________
__________________________ ___________________________
__________________________ ___________________________
Certified as of the ____ day of _____________, 19__:
OFFICER: OFFICER:
_______________________________ ________________________________
(Signature) (Signature)
_______________________________ ________________________________
(Name) (Name)
_______________________________ ________________________________
(Title) (Title)
24
25
SCHEDULE I
(COUNTRIES FOR WHICH CUSTODIAN SHALL NOT HAVE RESPONSIBILITY UNDER SECTION
3A FOR MANAGING FOREIGN CUSTODY ARRANGEMENTS)
Russia
Lithuania
Romania
Croatia
Vietnam
Nigeria
Palestinian Autonomous Area
Ukraine
25
