EX - 99.(g)(3)
FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
This GLOBAL CUSTODY ("ADDENDUM") dated as of April 1, 2003 by and
between MERCANTILE FUNDS, INC. (the "Customer"), and FIFTH THIRD BANK, a banking
corporation organized pursuant to the laws of the State of Ohio ("Bank"), is
made as an addendum to the Custody Agreement dated April 1, 2003 (the "Custody
Agreement") between Customer and Bank;
WHEREAS, Bank has been appointed by Customer as the Custodian of the
assets of its portfolio of funds and Customer desires to establish one or more
custody accounts through Bank for Global Custody;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and covenants contained herein, the parties hereto agree as follows:
1. Appointment of Bank as Global Custodian. Bank is hereby
authorized and directed to, and shall, open and maintain one or more custody
accounts (the "Account") in such name or names as Customer may, from time to
time, direct; and will accept, in accordance with the terms hereof, all cash and
currency (collectively referred to herein as "Cash") and all securities,
instruments and other intangible assets as may be agreed upon by Bank and
Customer that shall from time to time be delivered to or received by it or any
Sub-custodian in the United States or in a country approved by Customer for
deposit in or otherwise held in the Account (collectively referred to herein as
"Securities") (Cash and Securities are collectively referred to herein as
"Assets"). Bank assumes no obligation to review investments in the Account or to
recommend the purchase, retention or sale of any Assets unless provided for by a
separate written agreement between the parties.
2. Maintenance of Assets Outside the United States. Bank is
hereby authorized and directed to hold the Assets in the countries with the
Sub-custodians set forth on Schedule A annexed hereto (the "Foreign
Sub-custodians"), which Schedule A may be amended (by deleting, adding or
changing Sub-custodians or deleting countries) from time to time by Bank without
Customer approval. Bank shall notify (either orally or in writing) Customer of
any such amendment or change.
3. Foreign Sub-Custodians. Except as may otherwise be agreed upon
in writing, Assets of the Fund shall at all times be maintained in custody of an
"Eligible Foreign Custodian" as defined in or exempt under the Investment
Company Act of 1940, as amended (the "1940 Act"). With respect to holding Assets
with an Eligible Foreign Custodian, it is expressly understood and agreed that:
(a) Bank will endeavor, to the extent feasible, to hold securities
in the country or other jurisdiction in which the principal trading market for
such Securities is located, where such Securities are to be presented for
cancellation and/or payment and/or registration, or where such Securities are
acquired;
(b) Cash that is maintained in a foreign country will be in any
currency that may be legally held in such country and may be held in
non-interest bearing accounts;
(c) Foreign Sub-custodians may hold Securities in central
securities depositories or clearing agencies in which such participates pursuant
to Section 4 hereof;
(d) Unless otherwise agreed to in writing by the parties hereto or
otherwise required by local law or practice, Securities deposited with Eligible
Foreign Custodians will be held in a commingled account in the name of Bank or
its designee sub-custodian as custodian or trustee for its customers;
(e) Settlement of and payment for Securities received for, and
delivered from the Account may be made in accordance with the customary or
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction
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occurs, including without limitation, the delivery of Securities to a purchaser,
broker, dealer or their prospective agents either against a receipt for future
payment or without any payment (so-called "free delivery"); provided, however,
that "free delivery" will be accepted only when delivery against payment is not
the customary or established securities trading or processing practice in the
jurisdiction or market in which the transaction occurs; and
(f) Customer is solely responsible for the payment of and the
reclamation, where applicable, of taxes. Bank will, however, cooperate with
Customer in connection with Customer's payment or reclamation of taxes and shall
make the necessary filings in connection with obtaining tax exemptions and tax
reclamations that are available to the Customer.
4. Foreign Depositories.
(a) As used in this Section, the term "Foreign Depository" shall
mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible
Securities Depository as defined in Rule 17f-7 under the 1940 Act, identified to
Customer from time to time, and (d) the respective successors and nominees of
the foregoing.
(b) Notwithstanding any other provision in this Agreement,
Customer hereby represents and warrants, which representations and warranties
shall be continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Proper Instructions, that Customer or its
investment adviser has determined that the custody arrangements of each Foreign
Depository provide reasonable safeguards against the custody risks associated
with maintaining assets with such Foreign Depository within the meaning of Rule
17f-7 under the 1940 Act.
(c) With respect to each Foreign Depository, Bank shall exercise
reasonable care, prudence, and diligence (i) to provide Customer with an
analysis of the custody risks associated with maintaining assets with the
Foreign Depository, and (ii) to monitor such custody risks on a continuing basis
and promptly notify Customer of any material change in such risks. Customer
acknowledges and agrees that such analysis and monitoring shall be made on the
basis of, and limited by, information gathered from Sub-custodians or through
publicly available information otherwise obtained by Bank, and shall not include
any evaluation of Country Risks. As used herein the term "Country Risks" shall
mean with respect to any Foreign Depository: (a) the financial infrastructure of
the country in which it is organized, (b) such country's prevailing settlement
practices, (c) nationalization, expropriation or other governmental actions, (d)
such country's regulation of the banking or securities industry, (e) currency
controls, restrictions, devaluations or fluctuations, and (f) market conditions
that affect the order execution of securities transactions or affect the value
of securities.
5. Powers of Bank.
(a) General Powers. Subject to and in accordance with Customer's
instruction, Bank, as Customer's agent, and for the account and risk of
Customer, is hereby authorized and empowered, with respect to Securities held
outside the United States with Foreign Sub-custodians, to authorize and empower
Foreign Sub-custodians to:
(i) receive and deliver Assets;
(ii) receive all payments of principal, interest,
dividends and other income and distributions payable with
respect to Assets;
(iii) exchange Securities in temporary or bearer form for
Securities in definitive or registered form; effect an
exchange of shares where the par value of stock is changed;
and surrender Securities at maturity or earlier when advised
of a call for redemption (provided, however, that Bank shall
not be liable for failure to so exchange or surrender any
security or take other action (A) if notice of such exchange
or call for redemption or other action was not actually
received by Bank from the issuer (with respect to Securities
issued in the United States) or from one of the nationally or
internationally recognized bond or corporate action services
to which Bank subscribes or from Customer or (B) if, at the
time of deposit, any
65
Security so deposited is subject to call, exchange, redemption
or similar action, unless specifically instructed to do so by
Customer);
(iv) hold Assets (A) in its vaults, (B) at a domestic or
foreign entity that provides handling, clearing or safekeeping
service, (C) with issuer in non-certificated form, (D) on
Federal Book Entry at the Federal Reserve Bank or (E) with the
prior approval of Customer at any other location;
(v) register and/or hold Assets in the name of any
nominee of Bank or its Foreign Sub-custodians or any of their
respective nominees or any authorized agent, subsidiary or
other entity, including (without limiting the generality of
the foregoing) the nominee of any central depository, clearing
corporation or other entity with which securities may be
deposited (and Customer hereby indemnifies and holds harmless
Bank and any such nominee against any liability as a holder of
record);
(vi) hold any investment in bearer form;
(vii) in connection with the receipt of Assets, accept
documents in lieu of such Assets as long as such documents
contain the agreement of the issuer thereof to hold such
Assets subject to Bank's sole order;
(viii) make, execute, acknowledge and deliver as agent, any
and all documents or instruments (including but not limited to
all declarations, affidavits and certificates of ownership)
that may be necessary or appropriate to carry out the powers
granted herein;
(ix) employ and consult with, and obtain advice from,
suitable agents, including auditors and legal counsel (who may
be counsel to Customer or Bank or other advisers), and Bank
shall incur no liability in acting in good faith in accordance
with the reasonable advice and opinion provided in writing of
such agents or advisers;
(x) make any payments incidental to or in connection with
this paragraph 3(a); and
(xi) exercise all other rights and powers and to take any
action it deems necessary in carrying out the purposes of this
Agreement.
(b) Discretionary Corporate Action. Whenever Securities or
instruments (including, but not limited to, warrants, options, tenders, options
to tender or non-mandatory puts or calls) confer optional rights on Customer or
provide for discretionary action or alternative courses of action by Customer,
Customer shall be responsible for making any decisions relating thereto and for
instructing Bank to act. In order for Bank to act, it must receive Customer's
instructions at Bank's offices, addressed as Bank may from time to time request,
by no later than noon (Eastern Standard Time) at least two (2) business days
prior to the last scheduled date to act with respect to such securities or
instruments (or such earlier date or time as Bank may notify Customer). Absent
Bank's timely receipt of such instruction, Bank shall not be liable for failure
to take any action relating to or to exercise any rights conferred by such
securities or instruments.
(c) Voting. With respect to all Securities, however registered,
voting rights related to these Securities are to be exercised by Customer or its
designee. With respect to Securities issued in the United States, Bank's only
duty shall be to mail to Customer any documents (including proxy statements,
annual reports and signed proxies) relating to the exercise of such voting
rights. With respect to Securities issued outside the United States, at the
request of Customer, Bank will provide Customer with access to a provider of
global proxy services (the cost of which will be paid by Customer). If Customer
determines not to utilize the services of such global proxy services provider,
Bank will endeavor to provide Customer with proxy material actually received by
Bank from Sub-custodians, but otherwise shall have no obligations with respect
to voting.
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(d) Foreign Exchange Transactions. Bank, as principal, is
authorized to enter into spot or forward foreign exchange contracts with
Customer and may provide such foreign exchange services to Customer through its
subsidiaries or affiliates or through Foreign Sub-Custodians. Instructions,
including standing instructions, may be issued with respect to such contracts,
but Bank may establish rules or limitations concerning any foreign exchange
facility made available to Customer. In all cases where Bank, its subsidiaries
or affiliates or Foreign Sub-custodians enter into foreign exchange contracts
relating to the Account, the terms and conditions of such foreign exchange
contracts shall apply to such transaction. Neither Bank nor any Foreign
Sub-custodian shall be liable for any fluctuations or changes in foreign
exchange rates, which shall be the sole risk and liability of Customer.
6. Agreements with Foreign Sub-Custodians. Each agreement with a
Foreign Sub-custodian shall provide that: (a) Customer's Assets will not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of the foreign sub-custodian or its creditors or agent, except a claim of
payment for their safe custody or administration; (b) beneficial ownership of
Customer's Assets will be freely transferable without the payment of money or
value other than for custody or administration; (c) adequate records will be
maintained separately identifying the Assets; (d) officers of or auditors
employed by, or other representatives of Customer and any Sub-custodian,
including to the extent permitted under applicable law the independent public
accountants for Customer, will be given access to the books and records of the
Foreign Sub-custodian relating to its actions under its agreement with the
Foreign Sub-custodian; and (e) Assets of Customer held by the Foreign
Sub-custodian will be subject only to the instructions of Bank, its
sub-custodian or its agents.
7. Transactions in Foreign Custody Account.
(a) Except as otherwise provided in Paragraph (b) of this Section
7, the provisions of Section 3 of the Custody Agreement shall apply, equally to
the Securities of Customer held outside the United States by Foreign
Sub-custodian.
(b) Notwithstanding any provision of this Agreement to the
contrary, settlement and payment for Securities received for the account of
Customer and delivery of Securities maintained for the account of Customer may
be effected in accordance with the customary established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivering
securities to the purchaser thereof or to a dealer therefor (or an agent for
such purchaser or dealer) against a receipt with expectation of receiving later
payment for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a Foreign
Sub-custodian may be maintained in the name of such entity's nominee to the same
extent as set forth in Section 3 of this Agreement, and Customer agrees to hold
any such nominee harmless from any liability as a holder of record of such
securities.
8. Liability of Foreign Sub-Custodians. Each agreement pursuant
to which Bank or its Sub-custodian employs a foreign banking institution as a
Foreign Sub-custodian shall to the extent applicable require the institution to
exercise the customary standard of care in the performance of its duties and to
indemnify, and hold harmless, Bank and any Sub-Custodian for the benefit of
Customer for and against any loss, damage, cost, expense, liability or claim
arising out of or in connection with the institution's performance of such
obligations. At the election of Customer , it shall be entitled to be subrogated
to the rights of any sub-custodian with respect to any claims against a Foreign
Sub-custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that Customer has not been made whole
for any such loss, damage, cost, expense, liability or claim.
9. Tax Law. Bank shall have no responsibility or liability for
any obligations now or hereafter imposed on Customer or any sub-custodian by the
tax law of the United States of America or any state or political subdivision
thereof. It shall be the responsibility of Customer to notify Bank and any
Sub-custodian of the obligations imposed on Customer or any as Sub-custodian of
Customer by the tax law of jurisdictions other than those mentioned in the above
sentence, including responsibility for withholding and other taxes, assessments
or other governmental charges, certifications and governmental reporting. The
sole responsibility of Bank with regard to such tax
67
law shall be to use reasonable efforts to assist Customer with respect to any
claim for exemption or refund.
10. Compensation, Fees, Expenses and Taxes.
(a) In consideration of the services to be rendered pursuant to
this Addendum, Customer shall compensate Bank in accordance with and pursuant to
the Fee Schedule annexed hereto as Schedule B, which Fee Schedule shall remain
in effect until March 31, 2006 and thereafter may be amended from time to time
upon thirty (30) days' prior written notice to Customer.
(b) In addition, Customer shall be responsible for and shall
reimburse Bank for all costs, expenses, and fees incurred by Bank in connection
with this Agreement, including (without limiting the generality of the
foregoing) all brokerage fees and costs and transfer taxes incurred in
connection with the purchase, sale or disposition of Assets, and all income
taxes or other taxes of any kind whatsoever that may be levied or assessed under
existing or future laws upon or in respect to Assets, and all other similar
expenses related to the administration of the Account incurred by Bank in the
performance of its duties hereunder (including reasonable attorneys' fees and
expenses).
(c) Fees and reimbursement for costs and expenses shall be paid
monthly after the last business day of each calendar month, with the first
payment for the calendar month following any activity. Bank is hereby authorized
to charge the Account for such fees, costs and expenses.
(d) In the event services are rendered for less than a calendar
month or this Addendum is terminated prior to the end of a calendar month,
Customer shall pay Bank's fee prorated for the portion of the calendar month
such services are rendered, plus any costs and expenses incurred by Bank for
Customer's Account up to or subsequent to the date of termination.
11. Limitation of Liability; Indemnification.
(a) Bank shall not be liable for any Losses (as defined below) or
action taken or omitted or for any loss or injury resulting from its actions or
its performance or lack of performance of its duties hereunder in the absence of
negligence or willful misconduct on its part. With respect to Losses incurred by
Customer as a result of the acts or the failure to act by any Sub-custodian or
Foreign Sub-custodian, Bank shall take appropriate action to recover such Losses
from such Sub-custodian. In no event shall Bank or any Sub-custodian be liable
(i) for acting in accordance with instructions from Customer or any agent of
Customer, (ii) for special or consequential damages, (iii) for the acts or
omissions of its nominees, correspondents, designees or subagents, (iv) for
holding Assets in any particular country, including, but not limited to, Losses
resulting from nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency controls or
restrictions, devaluations or fluctuations; or market conditions that prevent
the orderly execution of securities transactions or affect the value of Assets,
or (v) for any Losses due to forces beyond the control of Bank or any
Sub-custodian, including, without limitation, strikes, work stoppages, acts of
war or terrorism, insurrection, revolution, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services. Notwithstanding the
foregoing, Bank shall maintain sufficient disaster recovery procedures to
minimize interruptions.
(b) Customer shall be liable for and shall indemnify Bank and hold
it harmless against any and all claims, losses, liabilities, damages or expenses
(including reasonable attorneys' fees and expenses) (collectively referred to
herein as "Losses") however arising from or in connection with this Addendum or
the performance of its duties hereunder, provided, however, that (i) such Losses
do not result from Bank's negligence or willful misconduct; and (ii) nothing
contained herein shall limit or in any way impair the right of Bank to
indemnification under any other provision of this Agreement.
(c) No legal action shall be instituted against Bank after one
year from the date of the first Confirmation, Statement of Assets or Statement
of Accounts that reflects the information, error or omission that provides the
basis for such claim.
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(d) Customer understands that when a Sub-custodian is instructed
to deliver Assets against payment, it may deliver such Assets prior to actually
receiving final payment and that, as a matter of bookkeeping convenience, it may
credit Customer's Account with anticipated proceeds of sale prior to actual
receipt of final payment. The risk of non-receipt of payment shall be Customer's
and Bank or said Sub-custodian shall have no liability therefor.
(e) All credits to the Account of Customer of anticipated proceeds
of sales and redemptions of Assets and of anticipated income from Assets shall
be conditional upon receipt of final payment and may be reversed to the extent
final payment is not received. In the event that Bank in its description
advances funds to Customer to facilitate the settlement of any transaction, or
elects to permit Customer to use funds credited to the Account in anticipation
of final payment, or if Customer otherwise becomes indebted to Bank (including
indebtedness as a result of overdrafts in the Account), Customer shall,
immediately upon demand, reimburse Bank for such amounts plus any interest
thereon.
(f) Bank's duties and responsibilities are solely those set forth
herein and it shall not be obligated to perform any services or take any action
not provided for herein unless specifically agreed to by it in writing. Nothing
contained in this Agreement shall cause Bank to be deemed a trustee or fiduciary
for or on behalf of Customer.
12. Reports; Statements of Account; Computer Services.
(a) Written Reports. Bank shall provide Customer on a periodic
basis with Statements of Assets in the Account ("Statement of Assets") and
Statements of Account showing all transactions in the Account ("Statement of
Account"). Statement of Assets, Statement of Account and Confirmations shall
identify Assets held, and transactions involving, each Sub-custodian.
(b) Examination of Reports. Customer shall examine promptly each
such Confirmation, Statement of Account and Statement of Assets. Unless Customer
files with Bank a written exception or objection within ninety (90) days after
the date of such Confirmation or the closing date of the period covered by the
first such Statement of Assets or Statement of Account that reflects an error or
omission, Customer shall be conclusively deemed to have waived any such
exception or objection or claim based thereon.
13. Notices, Instructions and Other Communications. Unless
otherwise specified herein, all Statements of Assets, Statements of Account and
Confirmations shall be in writing and all notices, instructions or other
communications may be given either orally or in writing (including by tested
telex, telecopy or other electronic transmission, which may include Trade
Reports issued by the Institutions Delivery System or Depository Trust Company).
All Statements of Assets, Statements of Account, Confirmations, notices,
instructions and other communications shall be delivered to the address (post
office, telephone, telex or other electronic address) set forth on Schedule C
annexed hereto, which address may be changed upon thirty (30) days' prior
written notice to the other party. Customer shall furnish, and shall cause each
Investment Manager (as defined below) to furnish, to Bank a certificate
indicating those persons who are authorized to give Bank instructions hereunder
and with specimen signatures of such persons. Bank is authorized to comply with
and rely upon any such notices, instructions or other communications believed by
it to have been sent or given by an authorized person. Bank's understanding of
any oral notice, instruction or other communication shall be deemed controlling
(whether given or received by Bank), notwithstanding any discrepancy between
such understanding and any subsequent confirming document or communication.
14. Appointment of Investment Manager. Customer may, from time to
time, appoint one or more investment managers (each an "Investment Manager") to
manage Assets in the Account, to vote securities in the Account, to purchase,
sell or otherwise acquire or dispose of Assets in the Account, and to engage in
foreign exchange transactions on behalf of Customer. Upon receipt of notice of
the appointment of any Investment Manager, which notice shall be annexed hereto
as Schedule D (as such Schedule may be amended from time to time by Customer),
and except as otherwise provided herein, Bank is to rely upon and comply with
(and shall have no liability for relying upon and complying with) instructions
and directions from the Investment Manager (including instructions and
directions with respect to the voting of securities in the Account, the
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purchase, sale or other acquisition or disposition of Property in the Account
and the furnishing of information and records relating to the Account to the
Investment Manager) to the same extent as if such instructions and directions
were given by Customer, and Bank shall have no duty or obligation to determine
the propriety or appropriateness of such instructions or directions. Any such
appointment shall remain in full force and effect unless and until Bank receives
written notice from Customer to the contrary.
15. Termination. This Addendum shall be continuing and shall
remain in full force and effect until terminated by Bank or Customer or upon the
termination of the Custody Agreement between Customer and Bank.
16. Assignment. Neither Bank nor Customer shall assign this
Addendum without first obtaining the written consent of the other party hereto.
17. Headings and Capital Terms. The section and paragraph headings
contained herein are for convenience and reference only and are not intended to
define or limit the scope of any provision of this Agreement. All capitalized
terms used in this Addendum but not defined shall have the meanings assigned to
such terms in the Custody Agreement.
18. Entire Agreement; Amendment. This Addendum shall constitute
the entire agreement of the parties with respect to the subject matter and
supersedes all prior oral or written agreements in regard thereto. Except as
otherwise provided, this Addendum may be amended only by an instrument in
writing duly executed by both parties hereto.
19. Governing Law; Jurisdiction; Certain Waivers.
(a) This Addendum shall be interpreted and construed in accordance
with the internal substantive laws (and not the choice of law rules) of the
State of Ohio.
(b) The invalidity, illegality or unenforceability of any
provision of this Addendum shall in no away affect the validity, legality or
enforceability of any other provision; and if any provision is held to be
unenforceable as a matter of law, the other provisions shall not be affected
thereby and shall remain in full force and effect.
20. Rights and Remedies. The rights and remedies conferred upon
the parties hereto shall be cumulative, and the exercise of waiver of any such
rights or remedy shall not preclude or inhibit the exercise or any additional
rights or remedies. The waiver of any right or remedy hereunder shall not
preclude or inhibit the subsequent exercise of such right or remedy.
IN WITNESS WHEREOF, this Addendum has been executed and attested as of
the day and year first above written, by the duly authorized offices of Customer
and Bank.
MERCANTILE FUNDS, INC.
Attest:
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Name: Xxxx X. Xxxxxxx
Title: Title: President
FIFTH THIRD BANK
Attest: /s/ Xxxxx Xxxxx
By: /s/ Xxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx Name: Xxxxxxxxx Xxxxx
Title: AVP Title: Trust Officer
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SCHEDULE A
FIFTH THIRD BANK
GLOBAL CUSTODY NETWORK
COUNTRIES AND SUB-CUSTODIANS
FOR
---------------------------
, 2003
COUNTRY SUB-CUSTODIAN
------- -------------
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SCHEDULE B
FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
FEE SCHEDULE
MUTUAL FUND INTERNATIONAL CUSTODY FEE SCHEDULE
BASIC ACCOUNT CHARGE
7 basis points per annum on Fund's net assets plus holdings, transactions and
out of pocket expenses.
Transaction
-----------
Argentina 30.00
Australia 27.00
Xxxxxxx 00.00
Xxxxxxxxxx 120.00
Belgium 38.00
Botswana 21.25
Brazil 22.50
Canada 11.00
Xxxxx 00.00
Xxxxx 50.00
Columbia 75.00
Czech, Rep. 40.00
Denmark 44.00
Euroclear 9.00
Ecuador 50.00
Egypt 80.00
Estonia 9.00
Finland 33.00
France 40.00
Germany 24.00
Ghana 38.00
Greece 83.00
Hong Kong 26.00
Hungary 100.00
India 100.00
Indonesia 80.00
Ireland 24.00
Israel 18.00
Italy 45.00
Japan 5.00
Jordan 102.00
Kenya 38.00
Korea 14.00
Luxembourg 20.00
Malaysia 71.00
Mexico 15.00
Morocco 87.00
Namibia 38.00
Netherlands 10.00
New Zealand 34.00
Nigeria 38.00
Norway 39.00
Pakistan 90.00
Xxxx 00.00
Xxxxxxxxxxx 90.00
Poland 40.00
Portugal 66.00
Romania 100.00
Russia 45.00
Singapore 32.00
Xxxxxx Xxxxxxxx 00.00
Xxxxxxxx 100.00
South Africa 11.00
Spain 31.50
Sri Lanka 45.00
Swaziland 38.00
Xxxxxx 00.00
Xxxxxxxxxxx 25.00
Taiwan 95.00
Thailand 34.00
Turkey 45.00
U.K. 23.00
Uruguay 50.00
Venezuela 100.00
Zambia 38.00
Zimbabwe 38.00
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SCHEDULE C
FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
NOTICES
April 1, 2003
TO FIFTH THIRD BANK:
Post Office Address: Fifth Third Center
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attention:
Telephone:
Telex:
Telecopy:
TO MERCANTILE FUNDS, INC.:
Post Office Address: Mercantile Mutual Funds Administration
Xxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: 000-000-0000
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SCHEDULE D
FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
INVESTMENT MANAGERS
April 1, 2003
MERCANTILE CAPITAL ADVISORS, INC.
XXXXXX XXXX INVESTMENT MANAGEMENT
XXXXXX XXXXXXX INVESTMENT MANAGEMENT LIMITED
DELAWARE MANAGEMENT COMPANY
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INCUMBENCY AND SIGNATURE CERTIFICATE
The undersigned hereby certifies to Fifth Third Bank that I am Secretary of the
Mercantile Funds, Inc. (the "Company"), a Maryland corporation, and that, as
such, I am duly authorized to execute this Certificate on behalf of the Company,
and further certifies that each of the following persons, as of the date hereof,
is a duly elected, qualified and acting officer of the Company, holding the
office of the Company set opposite his or her name below; and that the
signatures of each such person appearing opposite such person's name is such
person's own true signature:
Name: Officer: Signature:
Xxxx X. Xxxxxxx President /s/ Xxxx X. Xxxxxxx
-------------------
Xxxxxxxx X. XxXxxxx Vice President /s/ Xxxxxxxx X. XxXxxxx
-----------------------
Xxxxxx X. Xxxxxx Treasurer /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxxxx X. Xxxxxxx Secretary /s/ Xxxxxxxx X. Xxxxxxx
-----------------------
WITNESS the seal of the Company and the signature of the undersigned this 1st
day of April, 2003.
[Corporate Seal] /s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxxx X. Xxxxxxx
Secretary
The undersigned, the President of the Corporation and one of the officers named
in the foregoing Certificate, hereby confirms such Certificate on the date
hereof.
/s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: President
/s/ Xxxxxxxx X. XxXxxxx
-----------------------
Name: Xxxxxxxx X. XxXxxxx
Title: Vice President
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CORPORATE RESOLUTION
The undersigned hereby certifies to Fifth Third Bank that the Board of Directors
of Mercantile Funds, Inc., a corporation organized under the laws of Maryland,
duly adopted the following resolutions on the 7th day of February, 2003, and
that such resolutions are in full force and effect:
RESOLVED, that the proposed Custody Agreement, Foreign Custody
Agreement and Global Custody Addendum (the "Agreements") between the
Company and Fifth Third Bank relating to each of the Company's existing
Funds be, and they hereby are, approved in substantially the form
presented to this meeting; and
FURTHER RESOLVED, that the officers of the Company be, and
each of them hereby is, authorized to execute and deliver said
Agreements in substantially the form presented to this meeting with
such changes thereto as the officer or officers of the Company
executing the same shall determine, upon the advice of counsel to the
Company, to be necessary, desirable or appropriate, the execution of
said Agreement by such officer or officers to be conclusive evidence of
such determination.
IN WITNESS WHEREOF, I have hereunto set my hand as secretary of said corporation
and affixed the corporate seal this 1st day of April, 2003 .
[CORPORATE SEAL]
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxxx X. Xxxxxxx
Secretary
76
STATE OF OHIO )
)SS
COUNTY OF XXXXXXXX )
On the day of , 2003, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he/she resides at ;
that he/she is of The Fifth Third Bank one of the corporations described in and
that executed the above instrument; that he/she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by the authority of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like authority.
----------------------------
Notary Public
STATE OF OHIO )
)SS
COUNTY OF XXXXXXXX )
On the day of , 20 , before me personally came , to me
known, who, being by me duly sworn, did depose and say that he/she resides at ;
that he/she is of one of the corporations described
in and that executed the above instrument; that he/she knows the corporate seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by the authority of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like authority.
----------------------------
Notary Public
77
