CUSTODIAN AGREEMENT
IAA TRUST TAXABLE FIXED INCOME SERIES FUND, INC.
(Long-Term Bond Series)
CUSTODIAN AGREEMENT, made this _____ day of ____________, 1996, effective
October 1, 0000, xxxxxxx XXX Trust Taxable Fixed Income Series Fund, Inc.,
organized and existing under the laws of the State of Maryland, having its
principal office and place of business at 000 XXX Xxxxx, Xxxxxxxxxxx, Xxxxxxxx,
IAA Trust Long-Term Bond Series (hereinafter called the "Fund"), and IAA Trust
Company of Bloomington, Illinois, a trust company organized and existing under
the laws of the State of Illinois, having its principal office and place of
business at 000 XXX Xxxxx, Xxxxxxxxxxx, Xxxxxxxx (hereinafter called the
"Custodian").
W I T N E S S E T H:
that for and in consideration of the mutual promises hereinafter set forth, the
Fund and the Custodian agree as follows:
I. APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as custodian
of all of the securities and moneys at any time owned by the Fund
during the period of this Agreement.
2. The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
II. CUSTODY OF CASH AND SECURITIES
1. The Fund will deliver or cause to be delivered to the Custodian all
securities and all moneys owned by it, including cash received for
the issuance of its shares, at any time during the period of this
Agreement. The Custodian will not be responsible for such securities
and such moneys until actually received by it. The Fund shall
instruct the Custodian from time to time in its sole discretion, by
means of a certificate signed in the name of the Fund by two
officers in accordance with the provisions of Article IX, or in
connection with the purchase or sale of money market securities, by
means of the oral instructions of an authorized person, as to the
manner in which and in what amounts such securities and moneys are
to be deposited on behalf of the Fund in the Book-Entry System or
the depository, (as each term is defined in Article IX); provided,
however, that prior to the deposit of securities of the Fund in
either the Book-Entry System or the depository, including a deposit
in connection with the settlement of a purchase or sale, or a
delivery of loan collateral, the Custodian shall have received a
certified resolution of the Fund's Board of Directors specifically
approving such deposits by the Custodian on behalf of the Fund in
the Book-Entry System or the depository as the case may be.
Securities and moneys of the Fund deposited in either the Book-Entry
System or the depository, as the case may be, will be represented
in accounts which include only assets held by the Custodian for its
customers, in fiduciary or representative capacity.
2. The Custodian shall credit to a separate account in the name of the
Fund all moneys received by it for the account of the Fund, and
shall disburse the same only:
(a) In payment for securities purchased, as provided in Article
III hereof;
(b) In payment of dividends or distributions as provided in
Article IV hereof; or
(c) In payment of original issue or other taxes, as provided in
Article V hereof; or
(d) In payment for capital stock of the Fund redeemed by it, as
provided in Article V hereof; or,
(e) Pursuant to certificates, notices or written instructions of
the Fund, signed in its name by any two officers (as defined
in Article IX) or, with respect to money market securities (as
defined in Article IX), the oral instructions of an authorized
person (as defined in Article IX), setting forth the name and
address of the person to whom payment is to be made, the
amount to be paid, and the corporate purpose for which payment
is to be made; or
(f) In payment of the fees and in reimbursement of the expenses
and liabilities of the Custodian, as provided in Article VII
hereof.
3. The Custodian shall notify the Fund promptly after the close of
business on each day with a statement summarizing all transactions
and entries for the account of the Fund during said day; and it
shall, at least monthly and from time to time, render a detailed
statement of the securities and moneys held for the Fund under this
Agreement. The Custodian shall send the Fund confirmation of any
purchase or sale of securities and by book entry or otherwise
identify as belonging to the Fund a quantity of securities in a
fungible bulk of securities registered in the name of the Custodian
(or its nominee) or shown on the Custodian's account on the books of
the depository or the Book-Entry System.
4. All securities held for the Fund, 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 in that form; all other
securities held for the Fund may be registered in the name of the
Fund, in the name of any duly appointed registered nominee of the
Custodian, as the 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
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Fund agrees to furnish to the Custodian appropriate instruments to
enable the 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 it
may hold for the account of the Fund and which may from time to time
be registered in the name of the Fund. The Custodian shall hold all
such securities which are not held in the Book-Entry System or in
the depository in a separate account in the name of the Fund
physically segregated at all times from those of any other person or
persons. The Fund hereby acknowledges its right to receive written
confirmation of each transaction, but waives that right upon
receiving monthly statements of activity as agreed upon.
5. Unless otherwise instructed to the contrary by a certificate signed
in the name of the Fund by any two officers, the Custodian by
itself, or through the use of the Book-Entry System or the
depository with respect to securities therein deposited, shall with
respect to all securities held for the Fund in accordance with this
Agreement:
(a) Collect all income due or payable per usual and customary
practices;
(b) Present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or
retired, or otherwise become payable;
(c) Surrender securities in temporary form for definitive
securities;
(d) Execute, as Custodian, 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;
(e) Hold directly, or through the Book-Entry System or the
depository with respect to securities therein deposited, for
the account of the Fund all stock dividends, rights and
similar securities issued with respect to any securities held
by the Custodian hereunder.
6. Upon receipt of a certificate signed in the name of the Fund by any
two officers (as defined in Article IX), and not otherwise, the
Custodian shall:
(a) Execute and deliver to such persons as may be designated in
such certificate, proxies, consents, authorizations, and any
other instruments whereby the authority of the Fund as owner
of any securities may be exercised;
(b) Deliver any securities held for the Fund in exchange for other
securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger,
consolidation
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or recapitalization of any corporation, or the exercise of any
conversion privilege;
(c) Deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement, such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to
evidence such delivery;
(d) Make such transfers or exchanges of the assets of the Fund,
and take such other steps, as shall be stated in said
certificate to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund.
7. Notwithstanding anything elsewhere contained herein to the contrary,
the Fund hereby authorizes the Custodian for the term of this
Agreement, if it so desires, to maintain in its account(s) with the
depository in a manner consistent and in accordance with the
Investment Company Act of 1940 and any rules and regulations
thereunder, securities, if any, as may from time to time be held for
the Fund and are subject to covered call options issued or written
by the Fund.
III. PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of securities by the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of
securities which are not money market securities, a certificate
signed in the name of the Fund by any two officers (as defined in
Article IX) and (ii) with respect to each purchase of money market
securities such a certificate or oral instructions from an
authorized person, specifying with respect to each such purchase:
(a) the name of the issuer and the title of the securities, (b) the
number of shares or the principal amount purchased and the accrued
interest, if any, (c) the dates of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon such
purchase, (f) the name of person from whom or the broker through
whom the purchase was made, (g) whether such purchase is to be
settled through the Book-Entry System or the depository, and
(h) whether the securities purchased are to be deposited in the
Book-Entry System or the depository. The Custodian shall upon
receipt of securities purchased by or for the Fund pay out of the
moneys held for the account of the Fund, the total amount payable
upon such purchase, provided that the same conforms to the total
amount payable as set forth in such certificate or such oral
instructions.
2. Promptly after each sale of securities by the Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of securities
which are not
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money market securities a certificate signed in the name of the Fund
by any two officers (as defined in Article IX) and (ii) with respect
to each sale of money market securities such a certificate or oral
instructions from an authorized person specifying with respect to
each such sale: (a) the name of the issuer and the title of the
securities, (b) the number of shares or the principal amount sold,
and the accrued interest, if any, (c) the date of sale, (d) the sale
price per unit, (e) the total amount payable to the Fund upon such
sale, (f) the name of the broker through whom or the person to whom
the sale was made, and (g) whether such sale is to be settled
through the Book-Entry System or the depository. The Custodian shall
deliver the securities upon receipt of the total amount payable to
the Fund upon such sale, provided that the same conforms to the
total amount payable as set forth in such certificate or such oral
instructions. Subject to the foregoing, the 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.
3. Promptly after the Fund writes a covered call option contract it
shall deliver to the Custodian a certificate signed in the name of
the Fund by any two officers (as defined in Article IX) that
specifies: (a) the name of the issuer and title and number of the
security subject to call, (b) the exercise price, (c) the premium to
be received by the Fund, (d) the expiration date, and (e) the name
of the person from whom the premium is to be received.
4. If the Custodian acts as escrow agent with respect to a covered call
option, or if securities underlying such covered call option are
maintained by the Custodian with the depository, the Custodian shall
deliver or cause to be delivered such receipts as are required in
accordance with the customs prevailing among dealers in such
securities.
5. When a covered call option written by the Fund is exercised, the
Fund shall furnish the Custodian with a certificate signed in the
name of the Fund by any two officers instructing the Custodian to
cause delivery of the securities covered by the call option in
exchange for the exercise price and specifying: (a) the name of the
issuer and title and number of the security subject to the covered
call, (b) the person to whom the securities are to be delivered, and
(c) the amount to be received by the Custodian upon such delivery.
6. When a covered call option written by the Fund expires, the Fund
will deliver to the Custodian a certificate signed in the name of
the Fund by any two officers that contains the information specified
in paragraph 3 herein and instructs the Custodian to free the
securities covered by the call option from the restrictions
previously imposed by reason of the writing of such covered call
option. Upon the return and/or the cancellation of the receipts
issued pursuant to paragraph 4 herein, the Custodian shall remove
such restrictions on the securities covered by the call option,
delete such covered call option from the list of holdings maintained
by the Custodian, and continue to hold such securities in accordance
with this Agreement.
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7. In the event the Fund purchases a covered call option identical to a
previously written covered call option in a transaction expressly
designed as a "Closing Purchase Transaction" in order to liquidate
its position as a writer of such covered call option, it will
deliver to the Custodian a certificate signed in the name of the
Fund by any two officers (as defined in Article IX) that specifies:
(a) the name of the issuer and title and number of the security
subject to the covered call option, (b) the exercise price, (c) the
premium to be paid by the Fund, (d) the expiration date, and (e) the
name of the person to whom the premium is to be paid. Upon the
Custodian's payment of the premium and the return and/or
cancellation of the receipts issued pursuant to paragraph 4 herein,
the Custodian shall remove the previously imposed restrictions on
the securities covered by the call option that is liquidated by
reason of the Closing Purchase Transaction, delete such covered call
option from the list of holdings maintained by the Fund, and
continue to hold such securities in accordance with this Agreement.
8. The Custodian shall not make payment for the purchase of securities
for the account of the Fund in advance of the receipt of such
securities purchased without specific written instructions from the
Fund to so pay in advance, provided, however, that in the case of
repurchase agreements entered into by the Fund with a bank which is
a member of the Federal Reserve System, the Custodian may transfer
funds to the account of such bank prior to the receipt of written
evidence that the securities subject to such repurchase agreement
have been transferred by book entry into a segregated nonproprietary
account of the Custodian maintained with the Federal Reserve Bank of
Chicago or of the safekeeping receipt, provided that such securities
have in fact been so transferred by book entry.
IV. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of a resolution of
its Board of Directors, certified by the Secretary or any Assistant
Secretary, authorizing the declaration of dividends, and authorizing
the Custodian to rely on the oral instructions from an authorized
officer of the Fund, or setting forth the date of the declaration of
such dividend or distribution, the date of payment thereof, the
record date as of which stockholders entitled to payment shall be
determined, and the amount payable per share to the stockholders of
record as of that date and the total amount payable to the Dividend
Agent on the payment date.
2. Upon the payment date specified in such officer's certificate or
oral instructions, the Custodian shall pay out of the moneys held
for the account of the Fund the total amount payable to the Dividend
Agent for the Fund.
V. SALE AND REDEMPTION OF CAPITAL STOCK OF THE FUND
1. Whenever the Fund shall sell any shares of its capital stock, it
shall cause to be delivered to the Custodian all moneys received for
such sales.
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The Custodian shall make such arrangements with the transfer agent
of the Fund as will enable the Custodian to receive the cash
consideration due the Fund for such shares of the Fund as may be
issued or sold from time to time by the Fund. In connection with
such issuance of shares of the Fund, the Custodian shall make such
arrangements with the transfer agent to provide for the timely
notification to the transfer agent and to the Fund of the receipt of
proper consideration by the Custodian for the issuance of such
shares, including the receipt of funds transferred directly to the
Custodian by wire.
2. Upon receipt of such money, the Custodian shall credit such money to
the account of the Fund and shall notify the Fund and its transfer
agent of the receipt of such money.
3. Upon the issuance of any of the capital stock of the Fund in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of the
Fund, all original issue or other taxes required to be paid by the
Fund in connection with such issuance upon the receipt of a notice
signed by any two officers, (as defined in Article IX), specifying
the amount to be paid.
4. Whenever the Fund shall hereafter redeem any shares of its capital
stock, it shall furnish to the Custodian a certificate signed in the
name of the Fund by any two officers, specifying:
(a) The name of the investor redeeming;
(b) The amount to be paid for the shares redeemed;
5. Upon receipt from the transfer agent of an advice setting forth the
number of shares received by the transfer agent for redemption and
that such shares are valid and in good form for redemption, the
Custodian shall make payment out of the moneys held for the account
of the Fund, either to the transfer agent or to such other person as
may be specified by the transfer agent of the total amount specified
in the certificate issued pursuant to the foregoing paragraph 4 of
this Article.
VI. INDEBTEDNESS
If the Custodian should in its sole discretion advance funds on behalf of
the Fund because the moneys held by the Custodian for the account of the
Fund shall be insufficient to pay the total amount payable upon purchase
of securities as set forth in a certificate or oral instructions issued
pursuant to Article III, such indebtedness shall be deemed to be a loan
made by the Custodian to the Fund payable on demand and shall bear
interest from the date incurred at a rate per annum (based on a 360-day
year for the actual number of days involved) equal to 1/2% over Xxxxxx
Trust and Savings Bank's prime commercial lending rate in effect from time
to time, such rate to be adjusted on the effective date of any change in
such prime commercial lending rate, but in no event to be less than 6% per
annum. The parties agree that
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such indebtedness shall be considered a temporary measure for
extraordinary or emergency purposes. Any such indebtedness shall be
reduced by an amount equal to the total of all amounts due the Fund which
have not been collected by the Custodian on behalf of the Fund when due
because of the failure of the Custodian to timely make demand or
presentment for payment. In addition thereto, the Fund hereby agrees that
the Custodian shall have a continuing lien and security interest in and to
any property at any time held by it for the benefit of the Fund or in
which the Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any third party
acting in the Custodian's behalf only to the extent and duration of the
foregoing advance of funds to the Fund by the Custodian. The Fund
authorizes the Custodian, in its sole discretion, at any time to charge
any such indebtedness against any balance of account standing to the
Fund's credit on the Custodian's books. Furthermore, the Fund authorizes
the Custodian, in its sole discretion, upon 48 hours' prior written notice
to the Fund, at any time to charge interest due upon such indebtedness
against any balance of account standing to the Fund's credit on the
Custodian's books. If the Custodian receives a written notice from the
Fund within the 48-hour notice period that it disputes the mathematical
calculation of the interest charge or if the Custodian has erroneously
advanced funds because the moneys held by the Custodian for the account of
the Fund were sufficient to pay for the purchase of securities, Custodian
shall not charge the Fund's account until the parties agree to the correct
calculation of the charge. Furthermore, if the parties are unable to reach
such an agreement within five working days from the time Custodian first
receives the Fund's notice of dispute as herein provided, either party may
terminate this Agreement upon 30 days' prior written notice to the other
party.
VII. CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the Custodian nor its
nominee shall be liable for any loss or damage including counsel
fees, resulting from its action or omission to act or otherwise,
except for any such loss or damage arising out of its own negligence
or misconduct. The Custodian may, with respect to questions of law,
apply for and obtain the advice and opinion of counsel to the Fund
or of its own counsel, the expenses for which may be charged to the
Fund upon the mutual agreement of the Fund and the Custodian, and
shall be fully protected with respect to anything done or omitted by
it in good faith in conformity with such advice or opinion. The
Custodian shall be liable to the Fund for any loss or damage
resulting from the use of the Book-Entry System or the depositories
arising by reason of any negligence, misfeasance or misconduct on
the part of the Custodian or any of its employees or agents. If the
Fund incurs any loss or damages resulting from the use of the
Book-Entry System arising by reason of the negligence, misfeasance
or misconduct on the part of a depository, the Custodian agrees to
initiate a claim through normal banking channels with the depository
for the amount of such loss or damage, subject to the provisions of
paragraph 5 of this Article VII.
2. Without limiting the generality of the foregoing, the Custodian
shall be under no obligation to inquire into, and shall not be
liable for:
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(a) The validity of the issue of any securities, including covered
calls, purchased by or for the Fund, the legality of the
purchase thereof, or the propriety of the amount paid
therefore;
(b) The legality of the sale of any securities, including covered
calls, by or for the Fund, or the propriety of the amount for
which the same are sold;
(c) The legality of the issue or sale of any shares of the capital
stock of the Fund, or the sufficiency of the amount to be
received therefore;
(d) The legality of the declaration of any dividend by the Fund,
or the legality of the issue of any shares of the Fund's
capital stock in payment of any stock dividend.
3. The Custodian shall not be liable for, or considered to be the
custodian of, any money, whether or not represented by any check,
draft, or other instrument for the payment of money, received by it
on behalf of the Fund until the Custodian actually receives and
collects such money directly or by the final crediting of the
account representing the Fund's interest at the Book-Entry System or
the depository.
4. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from the
transfer agent of the Fund nor to take any action to effect payment
or distribution by the transfer agent of the Fund of any amount paid
by the Custodian to the transfer agent of the Fund in accordance
with this Agreement.
5. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount, if the securities upon
which such amount is payable are in default, or if payment is
refused after due demand or presentation, unless and until (i) it
shall be directed to take such action by a certificate signed in the
name of the Fund by any two officers, and (ii) it shall be assured
to its satisfaction of reimbursement of its costs and expenses in
connection with any such action.
6. The Custodian may, with the prior approval of the Fund, appoint one
or more banking institutions as depository or depositories or as
sub-custodian or sub-custodians, including, but not limited to
banking institutions located in foreign countries, of securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in written instructions from two officers of the Fund.
7. The Custodian shall not be under any duty or obligation to ascertain
whether any securities at any time delivered to or held by it for
the account of the Fund are such as may properly be held by the Fund
under the provisions of its Articles of Incorporation.
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8. The Custodian shall be entitled to receive and the Fund agrees to
pay the Custodian, such compensation as may be agreed upon from time
to time between the Custodian and the Fund. The Custodian may charge
such compensation and any costs or expenses incurred by the
Custodian in the performance of its duties pursuant to such
agreement against any money held by it for the account of the Fund,
provided, however, that the Custodian shall provide the Fund with 48
hours' prior written notice that such charge will be made. If the
Custodian receives a written notice from the Fund that it disputes
the costs or expenses proposed to be charged or the mathematical
calculation of the Custodian's compensation within the 48-hour
notice period, Custodian shall not charge the Fund's account until
the parties agree as to the correct calculation of the compensation
or the correct charge for costs and/or expenses, as the case may be.
Furthermore, if the parties are unable to reach such an agreement
within five business days from the time Custodian first receives the
Fund's notice of dispute as herein provided, either party may
terminate this Agreement upon 30 days' prior written notice to the
other party. The expenses which the Custodian may charge against the
account of the Fund include, but are not limited to, the expenses of
sub-custodians and foreign branches of the Custodian incurred in
settling outside of New York City transactions involving the
purchase and sale of securities of the Fund.
9. The Custodian shall be entitled to rely upon any certificate, notice
or other instrument in writing received by the Custodian and
believed by the Custodian to be genuine and to be sent by two
officers of the Fund (as defined in Article IX). The Custodian shall
be entitled to rely upon any instructions received by the Custodian
pursuant to Article III hereof with regard to the purchase and sale
of money market securities and believed by the Custodian to be
genuine and to be given by an authorized person. The Fund agrees to
forward to 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, facsimile, telex or otherwise, by the close of business of
the same day that such oral instructions are given to the Custodian.
The Fund 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 Fund. The Fund agrees that the Custodian shall
incur no liability to the Fund in acting upon oral instructions
given to the Custodian hereunder concerning such transactions
provided such instructions appear to have been received from a duly
authorized person.
VIII. TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such
termination, which shall be not less than 90 days after the date of
giving of such notice. In the event such notice is given by the
Fund, it shall be accompanied by a copy of a resolution of the Board
of Directors of the Fund, certified by the Secretary
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or any Assistant Secretary, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which shall
be a bank or trust company having not less than $2,000,000 aggregate
capital, surplus, and undivided profits. In the event such notice is
given by the Custodian, the Fund shall, on or before the termination
date, deliver to the Custodian a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant Secretary,
designating a successor custodian or custodians. In the absence of
such designation by the Fund, the Custodian may designate a
successor custodian which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus, and undivided
profits and upon delivery by the Custodian to such successor
custodian of all securities and moneys then owned by the Fund and
held by the Custodian upon the date specified in the notice of
termination of this Agreement, shall be relieved of any further
duties and responsibilities under this Agreement.
2. Upon the date set forth in such notice, this Agreement shall
terminate, and the Custodian shall upon receipt of a notice of
acceptance by the successor custodian on that date deliver directly
or through the depository to the successor custodian all securities
and moneys then owned by the Fund and held by it as custodian, after
deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled.
IX. MISCELLANEOUS
1. The term "certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to
be given to the Custodian signed by two officers on behalf of the
Fund.
2. The term "officers" shall be deemed to include the President, any
Vice President, the Secretary, the Treasurer, and Assistant
Secretary or Assistant Treasurer, or any other person or persons
duly authorized by the Board of Directors to execute any
certificate, instruction, notice or other instrument on behalf of
the Fund.
3. The Fund agrees to furnish the Custodian with a certificate signed
by two of the present officers of the Fund under its corporate seal,
setting forth the names and the signatures of the present officers
of the Fund. The Fund agrees to furnish to the Custodian a new
certificate in the event any such present officer ceases to be an
officer of the Fund, or in the event that other or additional
officers (as defined in this Article IX) are elected or appointed.
Until such new certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement
upon the signatures of the officers as set forth in the latest
issued certificate.
4. The term "authorized person" shall be deemed to include the
President, the Treasurer, and any other persons, whether or not any
such person is an officer or employee of the Fund, duly authorized
by the Board of Directors to deliver oral instructions on behalf of
the Fund.
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5. 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 000 XXX Xxxxx, Xxxxxxxxxxx, Xxxxxxxx, or at such
other place as the Custodian may from time to time designate in
writing.
6. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given
if addressed to the Fund and mailed or delivered to it at its office
at 000 XXX Xxxxx, Xxxxxxxxxxx, Xxxxxxxx, or at such other place as
the Fund may from time to time designate in writing.
7. The 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, and authorized and approved by a resolution of
the Board of Directors of the Fund.
8. The term "money market security" shall be deemed to include, but not
be limited to debt obligations issued or guaranteed as to interest
and principal by the Government of the United States or agencies or
instrumentalities thereof, bank time deposits, certificates of
deposit and banker's acceptances, where the purchase or sale of such
securities normally requires settlement in federal funds on the same
day as such purchase or sale.
9. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian
without the written consent of the Fund, authorized or approved by a
resolution of its Board of Directors.
10. This Agreement shall be construed in accordance with the laws of the
State of Illinois.
11. 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.
12. The term "written instructions" shall mean written communications by
facsimile, telex or any other such system whereby the receiver of
such communications is able to verify by codes or otherwise with a
reasonable degree of certainty the authenticity of the sender of
such communication.
13. The term "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, and the
term "depository" shall mean the Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange
Commission, its successor or successors and its nominee or nominees,
provided the Custodian has received a certified copy of a resolution
of the Fund's Board of Directors specifically approving deposits in
the Book-Entry System or DTC, as the case
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may be. The term "depository" shall further mean and include any
other registered clearing agent, its successors and its nominee or
nominees, specifically identified in a certified copy of a
resolution of the Fund's Board of Directors approving deposits
therein by the Custodian.
14. The Custodian shall provide the Fund 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 Fund may reasonably
request from time to time.
15. From time to time the Fund contracts with various providers for
services to be furnished to the Fund or its shareholders. It is
understood that from time to time information to be provided to the
Custodian by the Fund may actually be provided by one of these
service providers on behalf of the Fund. Conversely, it is
understood that from time to time information to be provided to the
Fund by the Custodian may actually be provided to one of these
service providers on the Fund's behalf.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective corporate officers, thereunto duly authorized
as of the day and year first above written.
IAA TRUST TAXABLE FIXED INCOME SERIES, INC.
By: _______________________________________
Its: President
ATTEST:
_________________________________
IAA TRUST COMPANY
By: _______________________________________
Its: Executive Vice President
ATTEST:
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_________________________________
IAA TRUST COMPANY
CUSTODIAN AGREEMENT FEE SCHEDULE
IAA TRUST TAXABLE FIXED INCOME SERIES FUND, INC.
(Long-Term Bond Series)
It is the desire of the Custodian to assist in the reduction of the Fund
expenses. Therefore, pursuant to paragraph 8 of Article VII of the Custodian
Agreement dated _______________, 1996, the Custodian waives any right to
compensation or the recovery of any expenses charged by sub-custodians involving
the purchase and sale of securities of the Fund for one year from the effective
date of the Custodian Agreement. Each year thereafter, the Custodian will
confirm in writing if it wishes to continue this arrangement. If the Custodian
does not wish to continue this arrangement, the parties will agree to a fee
schedule pursuant to paragraph 8 of Article VII of the Custodian Agreement.
IAA TRUST COMPANY, CUSTODIAN
By: ___________________________
Its Executive Vice President
Date:___________________________
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