EXHIBIT 8(A)
CUSTODY AGREEMENT
AGREEMENT dated as of December 29, 1993, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
INVESTMENT TRUST, a business trust organized under the laws of the State of
Delaware, having its principal office and place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Trust"), and THE NORTHERN TRUST COMPANY (the
"Custodian"), an Illinois trust company with its principal place of business at
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust 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) "Administrator" shall mean the person which performs the
administration functions for the Trust.
(b) "Authorized Person" shall be deemed to include the Chairman of the
Board of Trustees, 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 Trust, duly authorized by the
Board of Trustees to give Oral Instructions and Written Instructions on
behalf of the Trust and listed in the certification annexed hereto as
Appendix A or such other certification as may be received by the
Custodian from time to time.
(c) "Board of Trustees" shall mean the Board of Trustees of the Trust.
(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) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be
given to the Custodian, which is actually received by the Custodian and
signed on behalf of the Trust by any two Authorized Persons or any two
officers thereof.
(f) "Master Trust Agreement" shall mean the Agreement and Declaration
of Trust of the Trust dated September 13, 1993, as the same may be
amended from time to time.
(g) "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, in which the
Custodian is hereby specifically authorized to make deposits. The term
"Depository" shall further mean and include any other person to be
named in a Certificate authorized to act as a depository under the 1940
Act, its successor or successors and its nominee or nominees.
(h) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the Government of the United States or agencies or
instrumentalities thereof, commercial paper, bank certificates of
deposit, bankers' acceptances and short-term corporate obligations,
where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale,
and repurchase and reverse repurchase agreements with respect to any of
the foregoing types of securities.
(i) "Oral Instructions" shall mean an oral communication actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person.
(j) "Portfolio" refers to each of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ International
Equity Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Global Equity Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
European Equity Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pacific Basin Equity Fund, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ International Small Cap Equity Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Japanese
Small Cap Equity Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Emerging Markets Equity Fund,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Global Fixed Income Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ International
Fixed Income Fund and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Emerging Markets Fixed Income
Fund or any such other separate and distinct investment portfolio as
may from time to time be created and designated by the Trust in
accordance with the provisions of the Master Trust Agreement and which
the Trust and the Custodian shall have agreed in writing shall be
subject to this Agreement pursuant to the provisions of Section 5(b).
(k) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the
Trust's Shares under the Securities Act of 1933, as amended.
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(l) "Shares" refers to the shares of beneficial interest of the Trust.
(m) "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 Trust.
(n) "Sub-Custodian" shall mean and include (i) any branch of the
Custodian, (ii) any branch of a "qualified U.S. bank," as that term is
defined in Rule 17f-5 under the 1940 Act, and (iii) any "eligible
foreign custodian," as that term is defined in Rule 17f-5 under the
1940 Act, approved by the Board of Trustees and having a contract with
the Custodian which contract has been approved by the Board of Trustees
and (iv) any securities depository or clearing agency, incorporated or
organized under the laws of a country other than the United States,
which operates the central system for handling of securities or
equivalent book-entries in that country or a transnational system for
the central handling of securities or equivalent book- entries, which
securities depository or clearing agency has been approved by the Board
of Trustees; provided, that the Custodian or a Sub-Custodian has
entered into an agreement with such securities depository or clearing
agency.
(o) "Transfer Agent" shall mean the person which performs as the
transfer agent, dividend disbursing agent and shareholder servicing
agent for the Trust.
(p) "Written Instructions" shall mean a written communication actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person by any system whereby the receiver
of such communication is able to verify through codes or otherwise with
a reasonable degree of certainty the authenticity of the sender of such
communication; however, "Written Instructions" from the Administrator
to the Custodian shall mean an electronic communication transmitted by
fund accountants and their managers (who have been provided an access
code by the Administrator) and actually received by the Custodian.
(q) The "1940 Act" shall mean the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to time.
2. Appointment of Custodian.
(a) The Trust hereby constitutes and appoints the Custodian as
custodian of all the Securities and monies owned by or in
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the possession of the Trust 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
Depository or Depositories or as sub-custodian or subcustodians of
Securities and moneys at any time owned by any Portfolio, upon terms
and conditions as are specified in this Agreement. The Custodian shall
oversee the maintenance of any Securities or moneys of any Portfolio by
any Sub-Custodian.
(b) If, after the initial approval of Sub-Custodians by the Board of
Trustees in connection with this Agreement, the Custodian wishes to
appoint other Sub-Custodians to hold property of the Portfolios, it
will so notify the Trust and provide it with information reasonably
necessary to determine any such new Sub-Custodian's eligibility under
Rule 17f-5 under the 1940 Act, including a copy of the proposed
agreement with such Sub-Custodian. The Trust shall within 30 days after
receipt of such notice and information give a written approval or
disapproval of the proposed action.
(c) If the Custodian intends to remove any Sub-Custodian previously
approved by the Board of Trustees, it shall so notify the Trust and
move the property of the Portfolios deposited with such Sub-Custodian
to another Sub-Custodian previously approved by the Board of Trustees.
The Custodian shall take such steps as may be required to remove any
Sub-Custodian that has ceased to meet the requirements of Rule 17f-5
under the 1940 Act.
(d) The Custodian hereby warrants to the Trust that in its opinion,
after due inquiry, the established procedures to be followed by each
Sub-Custodian (that is not being used as a foreign securities
depository or clearing agency) holding property of a Portfolio pursuant
to this Agreement afford protection for such property not materially
different from that afforded by the Custodian's established procedures
with respect to similar property held by it (and its securities
depositories) in Chicago, Illinois.
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4. Use of Sub-Custodians.
With respect to property of a Portfolio which is maintained by the
Custodian in the physical 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 an eligible foreign securities
depository, such Sub-Custodian will be required by its agreement with
the Custodian 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 eligible 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.
5. Compensation.
(a) The Trust 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 A and incorporated herein for the
existing Portfolios. Such Fee Schedule does not include out-of-pocket
disbursements of the Custodian for which the Custodian shall be
entitled to ▇▇▇▇ separately. Out-of-pocket disbursements may include
only the items specified in the Schedule of Out-of-Pocket charges
annexed hereto as Schedule B and incorporated herein, which Schedule
may be modified by the Custodian if the Trust consents in writing to
the modification.
(b) The parties hereto will agree upon the compensation for acting as
Custodian for any Portfolio hereafter established and designated, and
at the time that the Custodian commences serving as such for said
Portfolio, such agreement shall be reflected in a Fee Schedule for that
Portfolio, dated and
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signed by an officer of each party hereto, which shall be attached to
Schedule A of this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an officer of each party hereto.
(d) The Custodian will ▇▇▇▇ the Trust for its services to each
Portfolio hereunder as soon as practicable after the end of each
calendar quarter, and said ▇▇▇▇▇▇▇▇ will be detailed in accordance with
the Fee Schedule for the Trust. The Trust will promptly pay to the
Custodian the amount of such billing. The Custodian shall have a lien
on 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 Trust) 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 Trust will deliver or cause to
be delivered to the Custodian and the Sub-Custodians all Securities and
monies owned by the Trust at any time during the period of this
Agreement and shall specify the Portfolio to which the Securities and
monies are to be specifically allocated. The Custodian will not be
responsible for such Securities and monies until actually received by
it or by a Sub-Custodian. The Trust shall instruct the Custodian from
time to time in its sole discretion, by means of Written Instructions,
or, in connection with the purchase or sale of Money Market Securities,
by means of Oral Instructions or Written Instructions, as to the manner
in which and in what amounts Securities and monies of a Portfolio are
to be deposited on behalf of such Portfolio in the Book-Entry System or
the Depository; provided, however, that prior to the deposit of
Securities of a Portfolio in the Book-Entry System or the Depository,
including a deposit in connection with the settlement of a purchase or
sale, the Custodian shall have received a Certificate specifically
approving such deposits by the Custodian or a Sub-Custodian in the
Book-Entry System or the Depository. Securities and monies of a
Portfolio deposited in the Book-Entry System or the Depository will be
represented in accounts which include only assets held by the Custodian
for its customers.
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(b) Accounts and Disbursements. The Custodian shall establish and
maintain a separate account for each Portfolio and shall credit to the
separate account all monies 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 9 hereof;
3. In payment of original issue or other taxes with respect to
the Shares of such Portfolio, as provided in Section 10(c)
hereof;
4. In payment for Shares which have been redeemed by such
Portfolio, as provided in Section 10 hereof;
5. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Trust, as
provided in Sections 5 and 14(h) hereof.
6. Pursuant to Written 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 Trust 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. Promptly after the close of business
on each business day, the Custodian shall furnish the Trust with
confirmations and a summary of all transfers to or from the account of
each Portfolio during said day. Such summary shall include without
limitation, as to property acquired for a Portfolio, the identity of
the entity having physical possession of such property. Where
securities purchased by a Portfolio are in a fungible bulk of
securities
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registered in the name of the Custodian (or its nominee) or shown on
the Custodian's account on the books of the Depository, the Book-Entry
System or a Sub-Custodian, the Custodian shall by book entry or
otherwise identify the quantity of those securities belonging to such
Portfolio. At least monthly, the Custodian shall furnish the Trust
with a detailed statement of the Securities and monies held by it and
all Sub- Custodians for each Portfolio. In the absence of the filing
in writing with the Custodian by the Trust of exceptions or objections
to any such statement within 60 days of the Trust's receipt of such
statement, or within 60 days after the date that a material defect is
reasonably discoverable, the Trust shall be deemed to have approved
such statement; and in such case or upon written approval of the Trust
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
14 hereof, be released, relieved and discharged with respect to all
matters and things set forth 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 Trust and all persons having
any equity interest in the Trust 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
the Depository or their successor or successors, or their nominee or
nominees. The Trust reserves the right to instruct the Custodian as to
the method of registration and safekeeping of the Securities. The Trust
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 the Depository, any Securities
which the Custodian or 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
the 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.
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(f) Segregated Accounts. Upon receipt of a Written Instruction, the
Custodian will establish segregated accounts on behalf of a Portfolio
to hold liquid or other assets as it shall be directed by a Written
Instruction and shall increase or decrease the assets in such
Segregated Accounts only as it shall be directed by subsequent Written
Instruction.
(g) Collection of Income and Other Matters Affecting Securities. Unless
otherwise instructed to the contrary by a Written Instruction, the
Custodian, by itself or through the use of the Book-Entry System or the
Depository with respect to Securities therein deposited, shall, or
shall instruct the relevant Sub-Custodian to:
1. Collect all income due or payable with respect to Securities
held for a Portfolio 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 definitive
Securities;
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 the
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.
If the Custodian or any Sub-Custodian causes the account of a
Portfolio to be credited on the payable date for interest,
dividends or redemptions, the particular Portfolio involved will
promptly return to the Custodian any such amount or property so
credited upon Oral or written notification that neither the
Custodian nor the relevant Sub-Custodian can collect such amount
or property in the ordinary course of business. The Custodian or
such Sub-Custodian, as the case may be, shall have no duty or
obligation to institute legal proceedings, file a claim or proof
of claim in any insolvency proceeding or take any other action
with
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respect to the collection of such amount or property beyond its
ordinary collection procedures.
(h) Delivery of Securities and Evidence of Authority. Upon receipt of a
Written Instruction and not otherwise, except for subparagraphs 5, 6,
7, and 8 of this section 6(h) which may be effected by Oral or Written
Instructions, the Custodian, directly or through the use of the
Book-Entry System or the 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 Written Instructions,
proxies, consents, authorizations, and any other instruments
whereby the authority of the Trust as owner of any Securities
may be exercised;
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 Trust;
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 by a Portfolio;
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7. Deliver Securities owned by 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 Trust 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 amounts borrowed;
10. Deliver Securities to the Transfer Agent or to the holders
of Shares in connection with distributions in kind, as may be
described from time to time in the Prospectus, in satisfaction
of requests by holders of Shares for repurchase or redemption;
11. Deliver Securities owned by any Portfolio as collateral in
connection with short sales by such Portfolio of common stock
for which such Portfolio owns the stock or owns preferred stocks
or debt securities convertible or exchangeable, without payment
of further consideration, into shares of the common stock sold
short;
12. Deliver Securities owned by any Portfolio for any purpose
expressly permitted by and in accordance with procedures
described in the Prospectus; and
13. Deliver Securities owned by any Portfolio for any other
proper business purpose, but only upon receipt of, in addition
to Written Instructions, a certified copy of a resolution of the
Board of Trustees signed by an Authorized Person and certified
by the Secretary of the Trust, 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.
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(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.
7. Purchase and Sale of Investments of a Portfolio.
(a) Promptly after each purchase of Securities for a Portfolio, the
Trust shall deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities, a Written
Instruction and (ii) with respect to each purchase of Money Market
Securities, either a Written Instruction or Oral Instruction, in either
case specifying with respect to each purchase: (i) 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; (7) the name of the person from whom or the broker through
whom the purchase was made, if any; (8) whether or not such purchase is
to be settled through the Book-Entry System or the Depository; and (9)
the Sub-Custodian to hold such Securities (if not the Custodian) or
whether the Securities purchased are to be deposited in the Book- Entry
System or the Depository. The Custodian or specified Sub-Custodian
shall receive the Securities purchased by or for a Portfolio and upon
receipt thereof shall pay to the broker or other person designated by
the Trust out of the monies 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 Written or
Oral Instruction.
(b) Promptly after each sale of Securities of a Portfolio, the Trust
shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Written
Instruction, and (ii) with respect to each sale of Money Market
Securities, either Written Instructions or Oral Instructions, in either
case specifying with respect to such sale: (i) 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; (7) the name of the broker
through whom or the person to whom the sale was made; and (8) whether
or not such sale is to be settled through the Book-Entry System or the
Depository. The Custodian or relevant Sub-Custodian
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shall deliver or cause to be delivered the Securities to the broker or
other person designated by the Trust 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 Written or Oral 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.
8. Lending of Securities.
If any Portfolio is permitted by the terms of the Master Trust
Agreement and the Prospectus to lend Securities, then the Board of
Trustees may approve a separate written agreement between the Trust and
the Custodian authorizing the Custodian to lend such Securities. Such
agreement may provide for the payment of additional reasonable
compensation to the Custodian.
9. Payment of Dividends or Distributions.
(a) The Trust shall furnish to the Custodian the vote of the Board of
Trustees or the Dividend Committee thereof, as the case may be,
certified by the Secretary of the Trust (i) authorizing the declaration
of distributions with respect to a Portfolio on a specified periodic
basis and authorizing the Custodian to rely on Oral or Written
Instructions specifying the date of the declaration of such
distribution, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount
payable per Share to the shareholders of record as of the record date
and the total amount payable to the Transfer Agent on the payment date,
or (ii) setting forth the date of declaration of any distribution by a
Portfolio, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount
payable per share to the shareholders of record as of the record date
and the total amount payable to the Transfer Agent on the payment date.
(b) Upon the payment date specified in such vote, Oral Instructions, or
Written Instructions, as the case may be, the Custodian shall pay the
total amount payable to the Transfer Agent out of the monies
specifically allocated to and held for the account of the appropriate
Portfolio.
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10. Sale and Redemption of Shares of the Trust.
(a) Whenever the Trust shall sell any Shares of a Portfolio, the Trust
shall deliver or cause to be delivered to the Custodian a Written
Instruction duly specifying:
1. The name of the Portfolio whose Shares were sold;
2. The number of Shares sold, trade date, and price; and
3. The amount of money to be received by the Custodian for the
sale of such Shares.
The Custodian understands and agrees that Written Instructions may be
furnished subsequent to the purchase of Shares of a Portfolio and that the
information contained therein will be derived from the sales of Shares as
reported to the Trust by the Transfer Agent.
(b) Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the separate account of the Portfolio
specified in (a)(1) above.
(c) Upon issuance of any Shares of a Portfolio in accordance with the
foregoing provisions of this Section 10, the Custodian shall pay all
original issue or other taxes required to be paid in connection with
such issuance upon the receipt of a Written Instruction specifying the
amount to be paid.
(d) Except as provided hereafter, whenever any Shares of a Portfolio
are redeemed, the Trust shall cause the Transfer Agent to promptly
furnish to the Custodian Written Instructions specifying:
1. The name of the Portfolio whose Shares were redeemed;
2. The number of Shares redeemed; and
3. The amount to be paid for the Shares redeemed.
The Custodian further understands that the information
contained in such Written Instructions will be derived from the
redemption of Shares as reported to the Trust by the Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting forth the
number of Shares of a Portfolio being redeemed
-14-
pursuant to valid instructions as described in the Prospectus, the
Custodian shall make payment to the Transfer Agent out of the monies
specifically allocated to and held for the account of the Portfolio
specified in (d)(1) above of the total amount specified in a Written
Instruction issued pursuant to paragraph (d) of this Section 10.
11. Indebtedness.
(a) The Trust will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Trust 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 Trust against delivery of a stated amount of collateral.
The Trust shall promptly deliver to the Custodian Written Instructions
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 Trust, 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 Trust 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 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 the Depository; and (9) a
statement that such loan is in conformance with the 1940 Act and the
Prospectus.
(b) Upon receipt of the Written 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 Written 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
Trust from time to time such Securities specifically allocated to such
Portfolio as may be specified in Written Instruction to collateralize
further any transaction described in this Section 11. The Trust shall
cause all Securities released from collateral
-15-
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 Trust fails to specify in
Written Instruction all of the information required by this Section
11, 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.
12. Corporate Actions.
Whenever the Custodian or any Sub-Custodian (other than a foreign
securities depository or clearing agency) 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 Trust 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 its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action
is received which bears an expiration date, the Custodian will endeavor
to obtain Written or Oral Instructions from the Trust, but if such
Instructions are 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 Instructions, 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 14
hereof, it shall be held harmless by the particular Portfolio involved
for any such action.
The Custodian will deliver proxies to the Trust 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 Written or Oral
Instructions from Authorized Persons.
-16-
13. Persons Having Access to Assets of the Portfolios.
(a) No trustee or agent of the Trust, and no officer, director,
employee or agent of the Trust's investment adviser, of any
sub-investment adviser of the Trust, or of the Administrator, shall
have physical access to the assets of the Trust held by the Custodian
or any Sub-Custodian or be authorized or permitted to withdraw any
investments of the Trust, nor shall the Custodian or any Sub-Custodian
deliver any assets of the Trust to any such person. No officer,
director, employee or agent of the Custodian who holds any similar
position with the Trust's investment adviser, with any sub-investment
adviser of the Trust or with the Administrator shall have access to the
assets of the Trust.
(b) Nothing in this Section 13 shall prohibit any officer, employee or
agent of the Trust, or any officer, director, employee or agent of the
investment adviser, of any subinvestment adviser of the Trust or of the
Administrator, from giving Oral Instructions or Written Instructions to
the Custodian or executing a Certificate so long as it does not result
in delivery of or access to assets of the Trust prohibited by paragraph
(a) of this Section 13.
(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.
14. 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 a Certificate, Written Instructions or Oral Instructions given to
the Custodian which are not contrary to the provisions of this
Agreement.
(b) Standard of Care.
1. The Custodian will use reasonable care with respect to its
obligations under this Agreement and the safekeeping of property
of the Portfolios. The Custodian shall be liable to the Trust
for any loss which shall occur as the result of the failure of
the Custodian or a Sub-Custodian (other than a foreign
securities depository or clearing agency) to exercise reasonable
care with respect to the safekeeping of such property. The
determination of whether the Custodian or Sub-Custodian has
exercised reasonable care shall be made in light of prevailing
standards applicable to
-17-
professional custodians in the jurisdiction in which such
custodian services are performed. In the event of any loss to
the Trust by reason of the failure of the Custodian or a
Sub-Custodian (other than a foreign securities depository or
clearing agency) to exercise reasonable care, the Custodian
shall be liable to the Trust only to the extent of the Trust'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,
default or for the solvency of any foreign securities depository
or clearing agency approved by the Board of Trustees pursuant to
Section (1)(n) or Section 3 hereof.
3. The Custodian will not be responsible for any act, omission,
default or for the solvency of any broker or agent (not referred
to in paragraph (b)(2) above) 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 Trust only for direct
damages and expenses (determined in the manner described in
paragraph (b)(1) above) resulting from such appointment and use
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.
4. The Custodian shall be entitled to rely, and may act upon the
advice of counsel (who may be counsel for the Trust) 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 Certificate,
notice or other instrument in writing received by the Custodian
and reasonably believed by the Custodian to be genuine and to be
signed by two officers of the Trust. The Custodian shall be
entitled to rely upon any Written Instructions or Oral
Instructions actually received by the Custodian pursuant to the
applicable Sections of this Agreement and reasonably believed by
the Custodian to be genuine and to be given by an Authorized
Person. The Trust agrees to forward to
-18-
the Custodian Written Instructions from an Authorized Person
confirming such Oral Instructions in such manner so that such
Written Instructions are received by the Custodian whether by
hand delivery, telex or otherwise, by the close of business on
the same day that such Oral Instructions are given to the
Custodian. The Trust agrees that the fact that such confirming
instructions are not received by the Custodian shall in no way
affect the validity of the transactions or enforceability of the
transactions hereby authorized by the Trust. The Trust agrees
that the Custodian shall incur no liability to the Trust in (i)
acting upon Oral Instructions given to the Custodian hereunder
concerning such transactions provided such instructions
reasonably appear to have been received from a duly Authorized
Person or (ii) deciding not to act solely upon Oral
Instructions, provided that the Custodian shall be required to
contact the giver of such Oral Instructions and request written
confirmation immediately following any such decision not to act.
6. The Custodian shall supply the Administrator with such daily
information regarding the cash and securities positions and
activity of each Portfolio as the Custodian and the
Administrator shall from time to time agree. It is understood
that such information will not be audited by Custodian and
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 Portfolio
Securities or for the failure of the Administrator to reconcile
differences between the information supplied by the Custodian
and information obtained by the Administrator from other
sources, including but not limited to pricing vendors and the
Trust's investment adviser. Subject to the foregoing, to the
extent that any miscalculation by the Administrator of a
Portfolio's net asset value is attributable to the willful
misfeasance, bad faith or negligence of the Custodian (including
any Sub-Custodian other than a foreign securities depository or
clearing agency) in supplying or omitting to supply the
Administrator with information as aforesaid, the Custodian shall
be liable to the Trust for any resulting loss (subject to such
de minimis rule of change in value as the Board of Trustees may
from time to time adopt).
-19-
(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 Trust 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
distribution of any Portfolio;
6. The legality of any borrowing.
(d) The Custodian need not maintain any insurance for the exclusive
benefit of the Trust, but hereby warrants that as of the date of this
Agreement it is maintaining a Bankers Blanket Bond and hereby agrees to
notify the Trust in the event that such bond is cancelled or otherwise
lapses.
(e) Consistent with and without limiting the language contained in
Section 14(b), it is specifically acknowledged that the Custodian shall
have no duty or responsibility to:
1. Question Written Instructions or Oral Instructions or make
any suggestions to the Trust or an Authorized Person regarding
such Instructions;
2. Supervise or make recommendations with respect to investments
or the retention of Securities;
3. Subject to Section 14(b)(3) hereof, evaluate or report to the
Trust 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.
-20-
(f) Amounts Due from 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 nor to take any
action to effect payment or distribution by the Transfer Agent 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 Trust and specifically allocated to
a Portfolio are such as may properly be held by the Trust under the
provisions of the Master Trust Agreement and the Prospectus.
(h) Indemnification. The Trust 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 Trust or in reasonable reliance upon the Prospectus
or (ii) upon a Certificate or Oral or Written Instructions; 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 (other than a
foreign securities depository or clearing agency) negligence, willful
misconduct, bad faith or reckless disregard of duties and obligations
under this Agreement or any other agreement relating to the custody of
Trust property.
(i) The Trust on behalf of the particular Portfolio involved 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, or
2. subject to Section 14(b) hereof, investing or holding
property in a particular country including, but not limited to,
losses resulting from nationalization, expropriation or other
-21-
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.
(k) No party shall be liable to the other for any loss due to forces
beyond their control including but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.
(l) Inspection of Books and Records. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Trust and by the appropriate
employees of the Securities and Exchange Commission.
(m) Accounting Control Reports. The Custodian shall provide the Trust
with any report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository and with
such reports on its own systems of internal accounting control as the
Trust may reasonably request from time to time.
15. 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 as
the parties may mutually agree.
(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
Trust is the terminating party, shall be not less than 60 days after
the date of receipt of such notice or, in case the Custodian is the
terminating party, shall be not less than 90 days after the date of
receipt of such notice. In the event such notice is given by the Trust,
it shall be accompanied by a certified vote of the Board of Trustees,
electing to terminate this Agreement with respect to any Portfolio and
designating a successor custodian or custodians, which shall be a
person qualified to so act under the 1940 Act.
In the event such notice is given by the Custodian, the Trust
shall, on or before the termination date, deliver to the Custodian a
certified vote of the Board of Trustees, designating a successor
custodian or custodians. In the
-22-
absence of such designation by the Trust, the Custodian may designate
a successor custodian, which shall be a person qualified to so act
under the ▇▇▇▇ ▇▇▇. If the Trust fails to designate a successor
custodian with respect to any Portfolio, the Trust 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 Trust)
and monies then owned by 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 Trust.
(c) Upon the date set forth in such notice under paragraph (b) of this
Section 15, 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 monies 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.
16. Limitation of Liability.
The Trust and the Custodian agree that the obligations of the
Trust under this Agreement shall not be binding upon any of the
Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Trust individually, but are
binding only upon the assets and property of the Trust or of the
appropriate Portfolio(s) thereof, as provided in the Master Trust
Agreement. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust, and signed by an authorized
officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them or any shareholder of the Trust
individually or to impose any liability on any of them or any
shareholder of the Trust personally, but shall bind only the assets and
property of the Trust or of the appropriate Portfolio(s) thereof as
provided in the Master Trust Agreement.
-23-
17. Miscellaneous.
(a) Annexed hereto as Appendix A is a certification signed by two of
the present officers of the Trust setting forth the names and the
signatures of the present Authorized Persons. The Trust 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 that other or additional Authorized
Persons are elected or appointed. Until such new certification shall be
received, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon Oral Instructions or signatures of
the present Authorized Persons as set forth in the last delivered
certification.
(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 Trust, shall be sufficiently given
if addressed to the Trust 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 Trust may from time to time designate in writing, with a copy to:
▇▇▇▇ and ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
(d) This 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, (i) authorized and approved by a vote of the Board
of Trustees including a majority of the members of the Board of
Trustees who are not "interested persons" of the Trust (as defined in
the 1940 Act), or (ii) authorized and approved by such other procedures
as may be permitted or required by the 1940 Act.
(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 Trust
without the written consent of the Custodian, or by the Custodian
without the written consent of the Trust authorized or approved by a
vote of the Board of
-24-
Trustees, 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.
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
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INVESTMENT TRUST
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
THE NORTHERN TRUST COMPANY
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Second Vice President
-25-
APPENDIX A
The undersigned officers of the Trust certify that each of the
individuals listed below is an Authorized Person:
Category 'A'
▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ (Chairman)
P.W.W. Disney (Managing Director)
M.A. Hall
J.R. ▇▇▇▇▇▇▇▇
I.D. ▇▇▇▇▇▇
▇. ▇▇▇▇
W.G.M. ▇▇▇▇▇▇
P.N.C. ▇▇▇▇▇▇
A.M. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
Category `B'
Fund Managers Financial Unit
▇. ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
D. Cock ▇. ▇▇▇▇▇▇
▇. ▇▇▇▇▇
R. Curling Administration
▇. ▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
O.R.C. Larminie ▇. ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ D. Craggy
P. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇. May ▇. ▇▇▇▇▇
▇. ▇▇ ▇. ▇▇▇▇▇▇▇
▇. ▇▇▇▇ ▇. ▇▇▇▇
Lim Ser ▇▇▇ ▇. ▇▇▇▇▇▇
R. Whitteno ▇. ▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇. ▇▇▇▇
A-1
Other ▇. ▇▇▇▇▇▇
Mo ▇▇▇▇▇▇▇▇▇▇▇
▇.▇. Hacking Do ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇ Io ▇▇▇▇▇▇
Mo.▇▇▇▇ So ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
A.V.P. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ Mo Walshe
No Warner
▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇
Dealers
A.N. ▇▇▇▇▇▇▇▇▇▇▇ Company Secretary
▇. ▇▇▇▇▇▇
▇.▇.▇. ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
President and Secretary and
Chief Executive Officer Compliance Officer,
A-2
Schedule A
Custody Fees
for the
MGIT Mutual Fund Complex
Services Provided
(bullet) Safekeeping of assets
(bullet) Settlement of trades
(bullet) Foreign exchange
(bullet) Excess cash investment and management
(bullet) Income collection
(bullet) Tax withholding and reclamation
(bullet) Corporate action processing
(bullet) Proxy handling
(bullet) Fully audited month-end multicurrency reporting
(bullet) Daily on-line investment manager/fund administrator
reporting package
All sections/portfolios in the complex will be charged a base fee of $1,500 per
annum.
Emerging Market Equity Fund and
Emerging Markets Fixed Income Fund
20.0 Basis points on the first $25 million
16.0 Basis points on the next $25 million
15.0 Basis points on the next $50 million
10.0 Basis points on over $100 million
International Small Cap Equity Fund,
Japanese Small Cap Equity Fund and
European Small Cap Equity Fund
16.0 Basis points on the first $50 million
12.0 Basis points on the next $50 million
8.0 Basis points on over $100 million
A-3
International Equity Fund, Global Equity Fund,
European Equity Fund and Pacific Basin Equity Fund
14.0 Basis points on the first $50 million
9.0 Basis points on the next $50 million
6.0 Basis points on over $100 million
Global Fixed Income Fund and
International Fixed Income Fund
11.0 Basis points on the first $50 million
8.0 Basis points on the next $50 million
4.0 Basis points on over $100 million
Short-Term Fixed Income Fund and
Short-Term Municipal Bond Fund
4.0 Basis points on the first $100 million
3.0 Basis points on over $100 million
Large Cap Growth Fund
5.0 Basis points on the first $100 million
4.0 Basis points on the next $100 million
3.0 Basis points on over $200 million
Smaller Companies Fund
5.0 Basis points on the first $100 million
4.0 Basis points on the next $100 million
3.0 Basis points on over $200 million
Any non-U.S. futures/option transactions incur a charge of $120 per roundtrip.
U.S. futures/option transactions incur a charge of $60 per roundtrip.
We do not impose additional charges for facsimile, telex, income collection, tax
reclamation, administration or other "miscellaneous" activities. Execution
costs, such as stamp duty, re-registration and delivery/receipt charges would be
passed through at cost if and as applicable.
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Full access to The Northern Trust's on-line, customized reporting system, the
Electronic Delivery System (EDS), will be made available to both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
U.K. and N.Y. as well as SEI. In recognition of our commitment to the success of
our partnership with SEI in creating an accurate daily NAV and with ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ in assuring compliance and daily monitoring capabilities, we are
waiving our standard charge of $100 per hour for staff consultative and
development time.
The only charge associated with the use of EDS will be based upon actual
computer usage of $20 per Computer Resource Unit (CRU). A CRU is based on the
time used to process data by our computers as well as the amount of computer
storage used to hold your data records and reports as well as connect time.
Telecommunication charges, however, do apply. We provide a toll-free number in
the U.S. and in the U.K. EDS is accessed via a local telephone number.
As we conveyed in our presentation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ presently receives an
abbreviated form of EDS to facilitate trade communication. This service will
continue to be available and free of charge.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Trust and The Northern Trust Company agree to the
foregoing fees pursuant to Section 5(a) of the Custody Agreement between them
dated as of December 29, 1993. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Trust and The Northern
Trust Company further agree that, pursuant to Section 1(j) of such Agreement and
effective as of December 28, 1994, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Short-Term Fixed Income Fund,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Short-Term Municipal Bond Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Large Cap Growth
Fund and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Smaller Companies Fund (each a series of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Investment Trust) are each subject to the terms of such Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Trust
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Secretary
---------------------------------
The Northern Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Title: Vice President
---------------------------------
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