AMENDED AND RESTATED MULTI-TRUST
CUSTODY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT MULTI-
TRUST CUSTODY AGREEMENT (the Agreement) is made and
entered into as of this 14th day of June, 2013, by
and between each of SEI INSTITUTIONAL MANAGED TRUST,
a Massachusetts business trust (SIMT), SEI
INSTITUTIONAL INVESTMENTS TRUST, a Massachusetts
business trust (SIIT), SEI DAILY INCOME TRUST, a
Massachusetts business trust (SDIT), SEI ASSET
ALLOCATION TRUST, a Massachusetts business trust
(SAAT), SEI LIQUID ASSET TRUST, a Massachusetts
business trust (SLAT), SEI TAX EXEMPT TRUST, a
Massachusetts business trust (STET), and NEW
COVENANT FUNDS, a Delaware statutory trust (NCF)
(each a Trust and, collectively, the Trusts),
severally and not jointly, each Trust acting for and
on behalf of each series as are currently authorized
and issued by the applicable Trust or may be
authorized and issued by the applicable Trust
subsequent to the date of this Agreement severally
and not jointly, and listed on Exhibit A attached
hereto and U.S. BANK NATIONAL ASSOCIATION, a
national banking association organized and existing
under the laws of the United States of America (the
Custodian).
WHEREAS, each Trust is registered under the
Investment Company Act of 1940, as amended (the 1940
Act), as an open-end management investment company,
and is authorized to issue shares of beneficial
interest in separate series, with each such series
representing interests in a separate portfolio of
securities and other assets;
WHEREAS, each SIMT Fund currently receives
custodian services from the Custodian, pursuant to
an original custody agreement dated as of
September 17, 2004, as amended and assigned on
August 16, 2006, as amended on June 23, 2009,
February 19, 2010, March 29, 2010 and April 10, 2012
between SIMT and the Custodian (the Current SIMT
Agreement);
WHEREAS, each SIIT Fund currently receives
custodian services from the Custodian, pursuant to
an original custody agreement dated as of
September 17, 2004, as amended and assigned on
August 16, 2006, as amended on May 2, 2012 between
SIIT and the Custodian (the Current SIIT Agreement);
WHEREAS, each SDIT Fund currently receives
custodian services from the Custodian, pursuant to
an original custody agreement dated as of
September 17, 2004, as amended and assigned on
August 16, 2006 between SDIT and the Custodian (the
Current SDIT Agreement);
WHEREAS, each SAAT Fund currently receives
custodian services from the Custodian, pursuant to
an original custody agreement dated as of
September 17, 2004, as amended and assigned on
August 16, 2006 between SAAT and the Custodian (the
Current SAAT Agreement);
WHEREAS, each SLAT Fund currently receives
custodian services from the Custodian, pursuant to
an original custody agreement dated as of
September 17, 2004, as amended and assigned on
August 16, 2006 between SLAT and the Custodian (the
Current SLAT Agreement);
WHEREAS, each STET Fund currently receives
custodian services from the Custodian, pursuant to
an original custody agreement dated as of
September 17, 2004, as amended and assigned on
August 16, 2006 between STET and the Custodian (the
Current STET Agreement);
WHEREAS, each NCF Fund currently receives
custodian services from the Custodian, pursuant to a
custody agreement dated as of February 22, 2012
between NCF and the Custodian (the Current NCF
Agreement);
WHEREAS, each of SIMT and the Custodian wishes
to amended and restate the Current SIMT Agreement;
each of SIIT and the Custodian wishes to amended and
restate the Current SIIT Agreement; each of SDIT and
the Custodian wishes to amended and restate the
Current SDIT Agreement; each of SAAT and the
Custodian wishes to amended and restate the Current
SAAT Agreement; each of SLAT and the Custodian
wishes to amended and restate the Current SLAT
Agreement; each of STET and the Custodian wishes to
amended and restate the Current STET Agreement; each
of NCF and the Custodian wishes to amended and
restate the Current NCF Agreement;
WHEREAS, each Trust and the Custodian desire
to amend and restate the various current custody
agreements enumerated above by and between each
Trust and the Custodian into a single, multi-Trust
custody agreement in order to achieve certain
operational efficiencies;
WHEREAS, each Trust desires to retain the
Custodian to act as custodian of the cash and
securities of each Fund; and
WHEREAS, the Board of Trustees of each Trust,
pursuant to Rule 17f-5(b) under the 1940 Act, has
delegated to the Custodian the responsibilities set
forth in Rule 17f-5(c) under the 1940 Act and the
Custodian is willing to undertake those delegated
responsibilities and serve as the Foreign Custody
Manager for each Trust.
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, and
other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as
follows:
ARTICLE I
CERTAIN DEFINITIONS
Whenever used in this Agreement, the following words
and phrases shall have the meanings set forth below
unless the context otherwise requires:
1.01
Adviser means SEI Investments Management
Corporation.
1.02
Authorized Person means any Officer or person
who has been designated as such by written notice
delivered to the Custodian by the applicable
Trust(s) or if a Trust has notified the Custodian
in writing that it has another agent, delivered
to the Custodian by such other agent solely with
respect to such Trust. Such Officer or person
shall continue to be an Authorized Person until
such time as the Custodian receives Written
Instructions from the applicable Trust(s), or
such other agent that any such person is no
longer an Authorized Person.
1.03
Board of Trustees shall mean the trustees from
time to time serving under each Trusts trust
instrument or declaration of trust, as
applicable, as amended from time to time.
1.04
Book-Entry System shall mean a federal book-
entry system as provided in Subpart O of Treasury
Circular Xx. 000, 00 XXX 306, in Subpart B of 31
CFR Part 350, or in such book-entry regulations
of federal agencies as are substantially in the
form of such Subpart O.
1.05
Business Day shall mean any day recognized as
a settlement day by The New York Stock
Exchange, Inc. and any other day for which the
applicable Trust computes the net asset value of
Shares of its Funds.
1.06
Eligible Foreign Custodian has the meaning set
forth in Rule 17f-5(a)(1), including a majority-
owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5(a)(7)), a bank holding
company meeting the requirements of an Eligible
Foreign Custodian (as set forth in Rule 17f-5 or
by other appropriate action of the SEC), or a
foreign branch of a Bank (as defined in
Section 2(a)(5) of the 0000 Xxx) meeting the
requirements of a custodian under
Section 17(f) of the 1940 Act; the term does not
include any Eligible Securities Depository.
1.07
Eligible Securities Depository has the meaning
set forth in Rule 17f-7(b)(1) under the 0000 Xxx.
1.08
Foreign Securities means any investments of a
Fund (including foreign currencies) for which the
primary market is outside the United States and
such cash and cash equivalents as are reasonably
necessary to effect such Funds transactions in
such investments.
1.09
Fund Custody Account shall mean any of the
accounts in the name of a Trust, which is
provided for in Section 3.2 below.
1.10
Foreign Custody Manager has the meaning set
forth in Rule 17f-5(a)(3).
1.11
IRS shall mean the Internal Revenue Service.
1.12
FINRA shall mean the Financial Industry
Regulatory Authority, Inc. or any applicable
successor organization thereto.
1.13
Officer shall mean the Chairman, President,
any Vice President, any Assistant Vice President,
the Secretary, any Assistant Secretary, the
Treasurer, or any Assistant Treasurer of the
applicable Trust.
1.14
SEC shall mean the U.S. Securities and
Exchange Commission and its staff.
1.15
Securities shall include, without limitation,
common and preferred stocks, bonds, call options,
put options, debentures, notes, bank certificates
of deposit, bankers acceptances, mortgage-backed
securities or other obligations, and any
certificates, receipts, warrants or other
instruments or documents representing rights to
receive, purchase or subscribe for the same, or
evidencing or representing any other rights or
interests therein, or any similar property or
assets that the Custodian or its agents have the
facilities to clear and service.
1.16
Securities Depository shall mean The
Depository Trust Company and any other clearing
agency registered with the SEC under Section 17A
of the Securities Exchange Act of 1934, as
amended (the 1934 Act), which acts as a system
for the central handling of Securities where all
Securities of any particular class or series of
an issuer deposited within the system are treated
as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of
the Securities and which qualifies as a clearing
corporation under Section 8-102(a)(5) of the
Uniform Commercial Code.
1.17
Shares shall mean, with respect to a Fund, the
units of beneficial interest issued by the
applicable Trust on account of the Fund.
1.18
Sub-Custodian shall mean and include (i) any
branch of a U.S. bank, as that term is defined in
Rule 17f-5(a)(7) under the 1940 Act, and (ii) any
Eligible Foreign Custodian having a contract with
the Custodian which the Custodian has determined
is qualified and will provide care of assets of
each Fund equal to that which the Custodian would
itself provide, as further described in Section 3
below. Such contract shall be in writing and
shall include provisions that provide: (i) for
indemnification or insurance arrangements (or any
combination of the foregoing) such that each Fund
will be adequately
protected against the risk of loss of assets held
in accordance with such contract; (ii) that the
Foreign Securities will not be subject to any
right, charge, security interest, lien or claim
of any kind in favor of the Sub-Custodian or its
creditors except a claim of payment for their
safe custody or administration; (iii) that
beneficial ownership for the Foreign Securities
will be freely transferable without the payment
of money or value other than for safe custody or
administration; (iv) that adequate records will
be maintained identifying the assets as belonging
to each Fund or as being held by a third party
for the benefit of the applicable Fund; (v) that
the applicable Trusts independent public
accountants will be given access to those records
or, upon the consent of such Trusts independent
public accountants, confirmation of the contents
of those records in lieu of such access; and
(vi) that each Fund will receive periodic reports
with respect to the safekeeping of the Funds
assets, including, but not limited to,
notification of any transfer to or from the Funds
account or a third party account containing
assets held for the benefit of the Fund.
1.19
Written Instructions shall mean (i) written
communications actually received by the Custodian
and signed by an Authorized Person,
(ii) communications by facsimile or Internet
electronic e-mail or any other such system from
one or more persons reasonably believed by the
Custodian to be an Authorized Person.
ARTICLE II.
APPOINTMENT OF CUSTODIAN
2.01
Appointment. The terms of this Agreement
shall apply separately and respectively to each
Trust and also separately and respectively to
each Fund of each Trust on the books of the
Custodian. Each Trust hereby appoints the
Custodian as custodian of all Securities and cash
owned by or in the possession of the Funds of
such Trust at any time during the period of this
Agreement, on the terms and conditions set forth
in this Agreement and any attachments, exhibits
or schedules hereto, and the Custodian hereby
accepts such appointment and agrees to perform
the services and duties set forth in this
Agreement and any attachments, exhibits or
schedules hereto. Each Trust hereby delegates to
the Custodian, pursuant to Rule 17f-5(b), the
responsibilities with respect to each Funds
Foreign Securities, and the Custodian hereby
accepts such delegation as Foreign Custody
Manager with respect to the Funds. The services
and duties of the Custodian shall be confined to
those matters expressly set forth herein, and no
implied duties are assumed by or may be asserted
against the Custodian hereunder.
2.02
Documents to be Furnished. The following
documents, including any amendments thereto, have
been previously provided to the Custodian or will
be provided contemporaneously with the execution
of the Agreement to the Custodian by each Trust:
(a) A copy of the Trusts trust
instrument, declaration of trust or other such
organizational documents, as applicable,
certified by the Secretary;
(b) A copy of the Trusts bylaws,
certified by the Secretary;
(c) A copy of the resolution of the
Board of Trustees of the Trust appointing the
Custodian, certified by the Secretary;
(d) A copy of each current prospectus
of the Funds (each, a Prospectus) and statement
of additional information of the Funds (each,
an SAI);
(e) A certification of the Chairman
or the President and the Secretary of the Trust
setting forth the names and signatures of the
current Officers of the Trust and other
Authorized Persons; and
(f) An executed authorization
required by the Shareholder Communications Act
of 1985, attached hereto as Exhibit C.
2.03
Notice of Appointment of Transfer Agent. Each
Trust agrees to notify the Custodian in writing
of the appointment, termination or change in
appointment of any transfer agent of any Funds of
such Trust.
ARTICLE III.
CUSTODY OF CASH AND SECURITIES
3.01
Segregation. All Securities and non-cash
property held by the Custodian for the account of
a Fund (other than Securities maintained in a
Securities Depository, Eligible Securities
Depository or Book-Entry System) shall be
physically segregated from other Securities and
non-cash property in the possession of the
Custodian (including the Securities and non-cash
property of the other Funds) and shall be
identified as subject to this Agreement.
3.02
Fund Custody Accounts. As to each Fund, the
Custodian shall open and maintain in its trust
department a custody account in the name of the
applicable Trust coupled with the name of the
Fund, subject only to draft or order of the
Custodian, in which the Custodian shall enter and
carry all Securities, cash and other assets of
such Fund which are delivered to it.
3.03
Appointment of Agents.
(a) In its discretion, the Custodian
may appoint one or more qualified Sub-
Custodians to establish and maintain
arrangements with (i) Eligible Securities
Depositories or (ii) Eligible Foreign
Custodians who are members of the Sub-
Custodians network to hold Securities and cash
of a Fund and to carry out such other
provisions of this Agreement as it may
reasonably determine; provided, however, that
the appointment of any such agents and
maintenance of any Securities and cash of the
Fund shall be at the Custodians expense and
shall not relieve the Custodian of any of its
obligations or liabilities under this
Agreement. The Custodian shall be liable for
the actions, and any consequences of or damages
or expenses incurred as a result of those
actions, of any Sub-Custodians (regardless of
whether assets are maintained in the custody of
a Sub-Custodian, a member of its network or an
Eligible Securities Depository) appointed by it
as if such actions had been done by the
Custodian.
(b) If, after the initial appointment
of Sub-Custodians in connection with this
Agreement, the Custodian wishes to appoint
other qualified Sub-Custodians to hold property
of a Fund, it will provide advance notice to
the applicable Trust and make the necessary
determinations as to any such new Sub-
Custodians eligibility under Rule 17f-5 under
the 1940 Act.
(c) In performing its delegated
responsibilities as Foreign Custody Manager to
place or maintain each Funds assets with a Sub-
Custodian, the Custodian will prudently
determine that the Funds assets will be subject
to reasonable care, based on the standards
applicable to custodians in the country in
which the Funds assets will be held by that
Sub-Custodian, after considering all factors
relevant to safekeeping of such assets,
including, without limitation the factors
specified in Rule 17f-5(c)(1).
(d) The written agreement between the
Custodian and each Sub-Custodian acting
hereunder shall contain the required provisions
set forth in Rule 17f-5(c)(2) under the 1940
Act.
(e) At the end of each calendar
quarter, the Custodian shall promptly provide
written reports notifying the Board of Trustees
of each Trust of the withdrawal or placement of
the Securities and cash of each Fund with a
Sub-Custodian and of any material changes in
the Funds arrangements. Such reports shall
include an analysis of the custody risks
associated with maintaining assets with any
Eligible Securities Depositories. The
Custodian shall promptly take such steps as may
be required to withdraw assets of a Fund from
any Sub-Custodian that has ceased to meet the
requirements of Rule 17f-5 or Rule 17f-7 under
the 1940 Act, as applicable.
(f) With respect to its
responsibilities under this Section 3.03, the
Custodian hereby warrants to each Trust that
it, at a minimum, agrees to exercise the same
reasonable care, prudence and diligence as that
of a person having responsibility for the
safekeeping of property of the Funds would
exercise. In particular, regardless of whether
assets are maintained in the
custody of an Eligible Foreign Custodian or an
Eligible Securities Depository, the Custodian
shall be liable to each Trust for the acts or
omissions of an Eligible Foreign Custodian or
Eligible Securities Depository where that
Eligible Foreign Custodian or Eligible
Securities Depository has not acted with
reasonable care. The Custodian further warrants
that each Funds assets will be subject to the
same standard of reasonable care, prudence and
diligence if maintained with a Sub-Custodian.
In selecting a Sub-Custodian with which to
custody assets of a Fund, the Custodian will
consider all factors relevant to the
safekeeping of such assets, including, without
limitation: (i) the Sub-Custodians practices,
procedures, and internal controls for
certificated securities (if applicable), its
method of keeping custodial records, and its
security and data protection practices; (ii)
whether the Sub-Custodian has the requisite
financial strength to provide reasonable care
for Fund assets; (iii) the Sub-Custodians
general reputation and standing and, in the
case of a Securities Depository, the Securities
Depositorys operating history and number of
participants; and (iv) whether the Funds will
have jurisdiction over and be able to enforce
judgments against the Sub-Custodian, such as by
virtue of the existence of any offices of the
Sub-Custodian in the United States or the Sub-
Custodians consent to service of process in the
United States.
(g) The Custodian shall establish a
system, or ensure that its Sub-Custodian has
established a system, to monitor on a
continuing basis (i) the appropriateness of
maintaining each Funds assets with the
applicable Sub-Custodian or Eligible Foreign
Custodians who are members of a Sub-Custodians
network; (ii) the performance of the contract
governing each Funds arrangements with such
Sub-Custodian or Eligible Foreign Custodians
members of a Sub-Custodians network; and
(iii) the custody risks of maintaining assets
with an Eligible Securities Depository. The
Custodian must promptly notify the applicable
Fund(s) or the Adviser of any material change
in these risks.
(h) The Custodian shall use prudent
efforts to collect all income and other
payments with respect to Foreign Securities to
which each Fund shall be entitled and shall
credit such income, as collected, to the
applicable Fund. In the event that
extraordinary measures are required to collect
such income, the applicable Trust and the
Custodian shall consult as to the measures and
as to the compensation and expenses of the
Custodian relating to such measures, taking
into account the particular facts and
circumstances, including the actions taken, or
any failure to act, by the Custodian prior to
and during such situation that requires
extraordinary measures.
3.04
Delivery of Assets to Custodian. The
applicable Trust shall deliver, or cause to be
delivered, to the Custodian all of its Funds
Securities, cash and other investment assets,
including (i) all payments of income, payments of
principal and capital distributions received by
the Funds with respect to such Securities, cash
or other assets owned by the Funds at any time
during the period of this Agreement, and (ii) all
cash received by the Funds for the issuance of
Shares. The Custodian shall be responsible for
such Securities, cash or other assets upon
delivery to the Custodian.
3.05
Securities Depositories and Book-Entry
Systems. The Custodian may deposit and/or
maintain Securities of the Funds in a Securities
Depository or in a Book-Entry System, subject to
the following provisions:
(a) The Custodian, on an on-going
basis, shall deposit in a Securities Depository
or Book-Entry System all Securities eligible
for deposit therein and shall make use of such
Securities Depository or Book-Entry System to
the extent possible and practical in connection
with its performance hereunder, including,
without limitation, in connection with
settlements of purchases and sales of
Securities, loans of Securities, and deliveries
and returns of collateral consisting of
Securities.
(b) Securities of a Fund kept in a
Book-Entry System or Securities Depository
shall be kept in an account (Depository
Account) of the Custodian in such Book-Entry
System or Securities Depository which includes
only assets held by the Custodian as a
fiduciary, custodian or otherwise for
customers.
(c) The records of the Custodian
with respect to Securities of a Fund maintained
in a Book-Entry System or Securities Depository
shall, by book-entry, identify such Securities
as belonging to the Fund.
(d) If Securities purchased by a Fund
are to be held in a Book-Entry System or
Securities Depository, the Custodian shall pay
for such Securities upon (i) receipt of advice
from the Book-Entry System or Securities
Depository that such Securities have been
transferred to the Depository Account, and
(ii) the making of an entry on the records of
the Custodian to reflect such payment and
transfer for the account of the Fund. If
Securities sold by a Fund are held in a Book-
Entry System or Securities Depository, the
Custodian shall transfer such Securities upon
(i) receipt of advice from the Book-Entry
System or Securities Depository that payment
for such Securities has been transferred to the
Depository Account, and (ii) the making of an
entry on the records of the Custodian to
reflect such transfer and payment for the
account of the Fund.
(e) The Custodian shall provide each
Trust with copies of any report (obtained by
the Custodian from a Book-Entry System or
Securities Depository in which Securities of
the applicable Trusts Funds are kept) on the
internal accounting controls and procedures for
safeguarding Securities deposited in such Book-
Entry System or Securities Depository.
(f) Notwithstanding anything to the
contrary in this Agreement, the Custodian shall
be liable to the applicable Trust for any loss
or damage to any Fund of such Trust resulting
from (i) the use of a Book-Entry System or
Securities Depository by reason of any
negligence or willful misconduct on the part of
the Custodian or any Sub-Custodian in selecting
and/or overseeing such Book-Entry System or
Securities Depository, or (ii) failure of the
Custodian or any Sub-Custodian to enforce such
its rights against a Book-Entry System or
Securities Depository. At its election, a
Trust shall be subrogated to the rights of the
Custodian with respect to any claim against a
Book-Entry System or Securities Depository or
any other person from any loss or damage to any
Fund of such Trust arising from the use of such
Book-Entry System or Securities Depository, if
and to the extent that such Fund has not been
made whole for any such loss or damage.
(a) With respect to its
responsibilities under this Section 3.05 and
pursuant to Rule 17f-4 under the 1940 Act, the
Custodian hereby warrants to each Trust that it
agrees to (i) at a minimum, exercise due care
in accordance with reasonable commercial
standards in discharging its duty as a
securities intermediary to obtain and
thereafter maintain such assets, (ii) provide,
promptly upon request by the applicable Trust,
such reports as are available concerning the
Custodians internal accounting controls and
financial strength, and (iii) require any Sub-
Custodian to, at a minimum, exercise due care
in accordance with reasonable commercial
standards in discharging its duty as a
securities intermediary to obtain and
thereafter maintain assets corresponding to the
security entitlements of its entitlement
holders.
3.06
Disbursement of Moneys from Fund Custody
Account. Upon receipt of Written Instructions,
the Custodian shall disburse moneys from a Fund
Custody Account but only in the following cases:
(a) For the purchase of Securities
for a Fund but only in accordance with
Section 4.01 of this Agreement and only (i) in
the case of Securities (other than options on
Securities, futures contracts and options on
futures contracts), against the delivery to the
Custodian (or the applicable Sub-Custodian) of
such Securities registered as provided in
Section 3.09 below or in proper form for
transfer, or if the purchase of such Securities
is effected through a Book-Entry System or
Securities Depository, in accordance with the
conditions set forth in Section 3.05 above;
(ii) in the case of options on Securities,
against delivery to the Custodian (or the
applicable Sub-Custodian) of such receipts as
are required by the customs prevailing among
dealers in such options; (iii) in the case of
futures contracts and options on futures
contracts, against delivery to the Custodian
(or the applicable Sub-Custodian) of evidence
of title thereto in favor of the Fund or any
nominee referred to in Section 3.09 below; and
(iv) in the case of repurchase or reverse
repurchase agreements entered into between a
Trust and a bank which is a member of the
Federal Reserve System or between a Trust and a
primary dealer in U.S. Government securities,
against delivery of the purchased Securities
either in certificate form or through an entry
crediting the Custodians account at a Book-
Entry System or Securities Depository with such
Securities;
(b) In connection with the
conversion, exchange or surrender, as set forth
in Section 3.07(f) below, of Securities owned
by the Fund;
(c) For the payment of any dividends
or capital gain distributions declared by the
Fund;
(d) In payment of the redemption
price of Shares as provided in Section 5.01
below;
(e) For the payment of any expense
or liability incurred by the Fund, including,
but not limited to, the following payments for
the account of the Fund: interest; taxes;
administration, investment advisory,
accounting, auditing, transfer agent,
custodian, trustee and legal fees; and other
operating expenses of the Fund; in all cases,
whether or not such expenses are to be in whole
or in part capitalized or treated as deferred
expenses;
(f) For transfer in accordance with
the provisions of any agreement among the
applicable Trust, the Custodian and a broker-
dealer registered under the 1934 Act and a
member of FINRA, relating to compliance with
rules of the Options Clearing Corporation and
of any registered national securities exchange
(or of any similar organization or
organizations) regarding escrow or other
arrangements in connection with transactions by
the Fund;
(g) For transfer in accordance with
the provisions of any agreement among the
applicable Trust, the Custodian and a futures
commission merchant registered under the
Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any
similar organization or organizations)
regarding account deposits in connection with
transactions by the Fund;
(h) For the funding of any
uncertificated time deposit or other interest-
bearing account with any banking institution
(including the Custodian), which deposit or
account has a term of one year or less; and
(i) For any other proper purpose,
but only upon receipt of Written Instructions,
specifying the amount and purpose of such
payment, declaring such purpose to be a proper
corporate purpose, and naming the person or
persons to whom such payment is to be made.
3.07
Delivery of Securities from Fund Custody
Account. Upon receipt of Written Instructions,
the Custodian shall release and deliver, or cause
the applicable Sub-Custodian to release and
deliver, Securities from a Fund Custody Account
but only in the following cases:
(a) Upon the sale of Securities for
the account of the Fund but only against
receipt of payment therefor in cash, by
certified or cashiers check or bank credit;
(b) In the case of a sale effected
through a Book-Entry System or Securities
Depository, in accordance with the provisions
of Section 3.05 above;
(c) To an offerors depository agent
in connection with tender or other similar
offers for Securities of the Fund; provided
that, in any such case, the cash or other
consideration is to be delivered to the
Custodian on behalf of the Fund;
(d) To the issuer thereof or its
agent (i) for transfer into the name of the
Fund, the Custodian or the applicable Sub-
Custodian, or any nominee or nominees of any of
the foregoing, or (ii) for exchange for a
different number of certificates or other
evidence representing the same aggregate face
amount or number of units; provided that, in
any such case, the new Securities are delivered
to the Custodian on behalf of the Fund;
(e) To the broker selling the
Securities, for examination in accordance with
the street delivery custom;
(f) For exchange or conversion
pursuant to any plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the issuer of such Securities,
or pursuant to provisions for conversion
contained in such Securities, or pursuant to
any deposit agreement, including surrender or
receipt of underlying Securities in connection
with the issuance or cancellation of depository
receipts; provided that, in any such case, the
new Securities and cash, if any, are delivered
to the Custodian on behalf of the Fund;
(g) Upon receipt of payment therefor
pursuant to any repurchase or reverse
repurchase agreement entered into by the Fund;
(h) In the case of warrants, rights
or similar Securities, upon the exercise
thereof, provided that, in any such case, the
new Securities and cash, if any, are delivered
to the Custodian on behalf of the Fund;
(i) For delivery in connection
with any loans of Securities of the Fund, but
only against receipt of such collateral as the
applicable Trust shall have specified to the
Custodian in Written Instructions;
(j) For delivery as security in
connection with any borrowings by the Fund
requiring a pledge of assets by the applicable
Trust, but only against receipt by the
Custodian on behalf of the Fund of the amounts
borrowed;
(k) Pursuant to any authorized plan
of liquidation, reorganization, merger,
consolidation or recapitalization of the
applicable Trust;
(l) For delivery in accordance
with the provisions of any agreement among the
applicable Trust, the Custodian and a broker-
dealer registered under the 1934 Act and a
member of FINRA, relating to compliance with
the rules of the Options Clearing Corporation
and of any registered national securities
exchange (or of any similar organization or
organizations) regarding escrow or other
arrangements in connection with transactions by
the Fund;
(m) For delivery in accordance with the
provisions of any agreement among the
applicable Trust, the Custodian and a futures
commission merchant registered under the
Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any
similar organization or organizations)
regarding account deposits in connection with
transactions by the Fund;
(n) For any other proper corporate
purpose, but only upon receipt of Written
Instructions, 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 corporate purpose, and
naming the person or persons to whom delivery
of such Securities shall be made; or
(o) To brokers, clearing banks or
other clearing agents for examination or trade
execution in accordance with market custom;
provided that in any such case the Custodian
shall have no responsibility or liability for
any loss arising from the delivery of such
Securities prior to receiving payment for such
Securities except as may arise from the
Custodians own negligence or willful
misconduct.
3.08
Actions Not Requiring Written Instructions.
Unless otherwise instructed by the applicable
Trust, the Custodian shall with respect to all
Securities held for each Fund:
(a) Subject to Section 9.04 below,
collect on a timely basis all income and other
payments to which the Fund is entitled either
by law or pursuant to custom in the applicable
market;
(b) Present for payment and, subject
to Section 9.04 below, collect on a timely
basis the amount payable upon all Securities
which may mature or be called, redeemed, or
retired, or otherwise become payable;
(c) Endorse for collection, in the
name of the Fund, checks, drafts and other
negotiable instruments;
(d) Surrender interim receipts or
Securities in temporary form in exchange for
Securities in definitive form;
(e) 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, and
prepare and submit reports to the IRS and the
applicable Trust at such time, in such manner
and containing such information as is
prescribed by the IRS;
(f) Hold for the Fund, either
directly or, with respect to Securities held
therein, through a Book-Entry System or
Securities Depository, all rights and similar
Securities issued with respect to Securities of
the Fund; and
(g) In general, and except as
otherwise directed in Written Instructions,
attend to all non-discretionary details in
connection with the sale, exchange,
substitution, purchase, transfer and other
dealings with Securities and other assets of
the Fund.
3.09
Registration and Transfer of Securities. All
Securities held for a Fund that are issued or
issuable only in bearer form shall be held by the
Custodian in that form, provided that any such
Securities shall be held in a Book-Entry System
if eligible therefor. All other Securities held
for a Fund may be registered in the name of the
Fund, the Custodian, a Sub-Custodian or any
nominee thereof, or in the name of a Book-Entry
System, Securities Depository or any nominee of
either thereof. The records of the Custodian
with respect to foreign securities of a Fund that
are maintained with a Sub-Custodian in an account
that is identified as belonging to the Custodian
for the benefit of its customers shall identify
those securities as belonging to the Fund. The
applicable Trust shall 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 any of the nominees
referred to above or in the name of a Book-Entry
System or Securities Depository, any Securities
registered in the name of any Fund of such Trust.
3.10
Records.
(a) The Custodian shall maintain
complete and accurate records with respect to
Securities, cash or other property held for
each Fund, including (i) journals or other
records of original entry containing an
itemized daily record in detail of all receipts
and deliveries of Securities and all receipts
and disbursements of cash; (ii) ledgers (or
other records) reflecting (A) Securities in
transfer, (B) Securities in physical
possession, (C) monies and Securities borrowed
and monies and Securities loaned (together with
a record of the collateral therefor and
substitutions of such collateral),
(D) dividends and interest received, and
(E) dividends receivable and interest
receivable; (iii) canceled checks and bank
records related thereto; and (iv) all records
relating to its activities and obligations
under this Agreement. The Custodian shall keep
such other books and records of each Fund as
the applicable Trust shall reasonably request,
or as may be required by the 1940 Act,
including, but not limited to, Section 31 of
the 1940 Act and Rule 31a-2 promulgated
thereunder.
(b) All such books and records
maintained by the Custodian shall (i) be
maintained in a form acceptable to the
applicable Trust and in compliance with the
rules and regulations of the SEC, (ii) be the
property of the applicable Trust and at all
times during the regular business hours of the
Custodian be made available upon request for
inspection by duly authorized officers,
employees or agents of such Trust and employees
or agents of the SEC, and (iii) if required to
be maintained by Rule 31a-1 under the 1940 Act,
be preserved for the periods prescribed in
Rules 31a-1 and 31a-2 under the 1940 Act.
3.11
Fund Reports by Custodian. The Custodian
shall furnish each Trust with a daily activity
statement and a summary of all transfers to or
from each Fund Custody Account for the Funds of
such Trust on the day following such transfers.
At least monthly, the Custodian shall furnish
each Trust with a detailed statement of the
Securities and moneys held by the Custodian and
the Sub-Custodians for each Fund of such Trust
under this Agreement.
3.12
Other Reports by Custodian. As a Trust may
reasonably request from time to time, the
Custodian shall provide such Trust with reports
on the internal accounting controls and
procedures for safeguarding Securities which are
employed by the Custodian or any Sub-Custodian.
3.13
Proxies and Other Materials. The Custodian
shall cause all proxies relating to Securities
which are not registered in the name of any Fund
to be promptly executed by the registered holder
of such Securities, without indication of the
manner in which such proxies are to be voted, and
shall promptly deliver to the applicable Trust
such proxies, all proxy soliciting materials and
all notices relating to such Securities. With
respect to foreign Securities, the Custodian will
use reasonable commercial efforts to facilitate
the exercise of voting and other shareholder
rights, subject to the laws, regulations and
practical constraints that may exist in the
country where such securities are issued.
Notwithstanding the Custodians undertaking to
exercise such reasonable commercial efforts, each
Trust acknowledges that local conditions,
including lack of regulation, onerous procedural
obligations, lack of notice and other factors may
have the effect of severely limiting the ability
of the Custodian to exercise shareholder rights.
3.14
Information on Corporate Actions. The
Custodian shall promptly deliver to the
applicable Trust all information received by the
Custodian and pertaining to Securities being held
by the Funds of such Trust with respect to
optional tender or exchange offers, calls for
redemption or purchase, or expiration of rights.
If the applicable Trust desires to take action
with respect to any tender offer, exchange offer
or other similar transaction, the Trust shall
provide the Custodian at least one Business Day
notice prior to the date on which the Custodian
is to take such action. The applicable Trust will
provide or cause to be provided to the Custodian
all relevant information for any Security which
has unique put/option provisions at least one
Business Day prior to the beginning date of the
tender period.
ARTICLE IV.
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
4.01
Purchase of Securities. Promptly upon each
purchase of Securities for a Fund, Written
Instructions shall be delivered to the Custodian,
specifying (i) the name of the issuer or writer
of such Securities, and the title or other
description thereof, (ii) the number of shares,
principal amount (and accrued interest, if any)
or other units purchased, (iii) the date of
purchase and settlement, (iv) the purchase price
per unit, (v) the total amount payable upon such
purchase, and (vi) the name of the person to whom
such amount is payable. The Custodian shall,
upon receipt of such Securities purchased by a
Fund, pay out of the moneys held for the account
of the Fund the total amount specified in such
Written Instructions to the person named
therein. The Custodian shall not be under any
obligation to pay out moneys to cover the cost of
a purchase of Securities for a Fund if there is
insufficient cash available in the Fund Custody
Account. Notwithstanding the foregoing, the
Custodian shall undertake commercially reasonable
efforts to notify the applicable Fund of any such
shortfall in the available cash of the Fund
Custody Account.
4.02
Liability for Payment in Advance of Receipt of
Securities Purchased. In any and every case
where payment for the purchase of Securities for
a Fund is made by the Custodian in advance of
receipt of the Securities purchased, the
Custodian shall be liable to the Fund for the
full amount of such payment, including any
transaction costs in relation thereto, unless the
Fund had specifically provided Written
Instructions to the Custodian to so pay in
advance.
4.03
Sale of Securities. Promptly upon each sale
of Securities by a Fund, Written Instructions
shall be delivered to the Custodian, specifying
(i) the name of the issuer or writer of such
Securities, and the title or other description
thereof, (ii) the number of shares, principal
amount (and accrued interest, if any), or other
units sold, (iii) the date of sale and
settlement, (iv) the sale price per unit, (v) the
total amount payable upon such sale, and (vi) the
person to whom such Securities are to be
delivered. Upon receipt of the total amount
payable to a Fund as specified in such Written
Instructions, the Custodian shall deliver such
Securities to the person specified in such
Written Instructions. Unless otherwise
instructed by the applicable Fund in the Written
Instructions, the Custodian may accept payment in
such form as shall be reasonably satisfactory to
it, and may deliver Securities and arrange for
payment in accordance with the customs prevailing
among dealers in Securities.
4.04
Delivery of Securities Sold. Notwithstanding
Section 4.03 above or any other provision of this
Agreement, the Custodian, when instructed to
deliver Securities against payment, shall be
entitled, if in accordance with generally
accepted market practice, to deliver such
Securities prior to actual receipt of final
payment therefor. In any such case, the
Custodian shall bear the risk that final payment
for such Securities may not be made or that such
Securities may be returned or otherwise held or
disposed of by or through the person to whom they
were delivered, and no Fund shall have any
liability for any for the foregoing.
4.05
Payment for Securities Sold. In its
reasonable discretion and from time to time, the
Custodian may credit a Fund Custody Account,
prior to actual receipt of final payment thereof,
with (i) proceeds from the sale of Securities
which it has been instructed to deliver against
payment, (ii) proceeds from the redemption of
Securities or other assets of the Fund, and
(iii) income from cash, Securities or other
assets of the Fund. Any such credit shall be
conditioned upon actual receipt by Custodian of
final payment and may be reversed if final
payment is not actually received in full. The
Custodian may, in its reasonable discretion and
from time to time, permit a Fund to use funds so
credited to its Fund Custody Account in
anticipation of actual receipt of final payment.
Any such funds shall be repayable promptly upon
demand made by the Custodian at any time prior to
the actual receipt of all final payments in
anticipation of which funds were credited to such
Fund Custody Account.
4.06
Advances by Custodian for Settlement. The
Custodian may, in its reasonable discretion and
from time to time, advance funds to the
applicable Trust to facilitate the settlement of
a Funds transactions in its Fund Custody
Account. Any such advance shall be repayable
promptly upon demand made by Custodian.
4.07
Use of Trading Services for Third-Party Mutual
Funds. Upon a Funds Written Instructions, the
Custodian may execute transactions on behalf of
such Fund with respect to the purchase,
redemption or exchange of shares of other mutual
funds (Mutual Funds). The Custodian may transact
with such Mutual Funds directly or through a
recognized agent, broker, or service company.
4.08
Equipment. The Custodian shall notify each
Trust of any errors, omissions or interruptions
in, or delay or unavailability of the Custodians
ability to safeguard and hold Securities and cash
in accordance with this Agreement as promptly as
practicable, and proceed to correct the same as
soon as is reasonably possible at no additional
expense to the applicable Trusts. In the event
of equipment failures beyond the Custodians
control, the Custodian shall, at no additional
expense to the applicable Trusts, take reasonable
steps to minimize service interruptions. The
Custodian shall make reasonable provision for
back-up emergency use of electronic data
processing equipment.
ARTICLE V.
REDEMPTION OF FUND SHARES
5.01
Transfer of Funds. From such funds as may be
available for the purpose of redeeming Shares in
the relevant Fund Custody Account, and upon
receipt of Written Instructions specifying that
the funds are required to redeem Shares of the
applicable Fund, the Custodian shall wire each
amount specified in such Written Instructions to
or through such bank or broker-dealer as the
Trust may designate.
5.02
No Duty Regarding Paying Banks. Once the
Custodian has wired amounts to a bank or broker-
dealer pursuant to Section 5.01 above, the
Custodian shall not be under any obligation to
effect any further payment or distribution by
such bank or broker-dealer, unless otherwise
agreed to by the Custodian.
ARTICLE VI.
SEGREGATED ACCOUNTS
Upon receipt of Written Instructions, the Custodian
shall establish and maintain a segregated account or
accounts for and on behalf of each Fund, into which
account or accounts may be transferred cash and/or
Securities, including Securities maintained in a
Depository Account:
(a) in accordance with the provisions
of any agreement between and among a Trust, the
Custodian and a broker-dealer that is both
registered under the 1934 Act and a member of,
and in good standing with, FINRA (or any
futures commission merchant registered under
the Commodity Exchange Act), relating to
compliance with the rules of the Options
Clearing Corporation and of any registered
national securities exchange (or the Commodity
Futures Trading Commission or any registered
contract market), or of any similar
organization or organizations, regarding escrow
or other arrangements in connection with
transactions by a Fund of such Trust;
(b) for purposes of segregating cash
or Securities in connection with securities
options purchased or written by the Fund or in
connection with financial futures contracts (or
options thereon) purchased or sold by the Fund;
(c) which constitute collateral for
loans of Securities made by the Fund;
(d) for purposes of compliance by the
Fund with requirements under the 1940 Act for
the maintenance of segregated accounts by
registered investment companies in connection
with reverse repurchase agreements and when-
issued, delayed delivery and firm commitment
transactions; and
(e) for other proper corporate
purposes, but only upon receipt of Written
Instructions, setting forth the purpose or
purposes of such segregated account and
declaring such purposes to be proper corporate
purposes.
Each segregated account established under this
Article VI shall be established and maintained for
the applicable Fund only. All Written Instructions
relating to a segregated account shall specify the
Fund to which they apply.
ARTICLE VII.
COMPENSATION OF CUSTODIAN
7.01
Compensation. The Custodian shall be
compensated for providing the services set forth
in this Agreement in accordance with the fee
schedule set forth on Exhibit B hereto (as
amended from time to time in accordance with
Section 15.02). [SENTENCES REDACTED].
7.02
Overdrafts. Each Fund is responsible for
maintaining an appropriate level of short term
cash investments to accommodate cash outflows. A
Fund may obtain a formal line of credit for
potential overdrafts of its custody account. In
the event of an overdraft or in the event the
line of credit is insufficient to cover an
overdraft, the overdraft amount or the overdraft
amount that exceeds the line of credit will be
charged in accordance with the fee schedule set
forth on Exhibit B hereto (as amended from time
to time).
ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES
8.01
Representations and Warranties of the Trusts.
Each Trust hereby represents and warrants to the
Custodian, which representations and warranties
shall be deemed to be continuing throughout the
term of this Agreement, that:
(a) It is duly organized and existing
under the laws of the jurisdiction of its
organization, with full power to carry on its
business as now conducted, to enter into this
Agreement and to perform its obligations
hereunder;
(b) This Agreement has been duly
authorized, executed and delivered by the Trust
in accordance with all requisite action and
constitutes a valid and legally binding
obligation of the Trust, enforceable in
accordance with its terms, subject to
bankruptcy, insolvency, reorganization,
moratorium and other laws of general
application affecting the rights and remedies
of creditors and secured parties; and
(c) It is conducting its business in
compliance in all material respects with all
applicable U.S. laws and regulations, both
state and federal, and has obtained all
regulatory approvals necessary to carry on its
business under this Agreement; to the best of
its knowledge, there is no U.S. statute, rule,
regulation, order or judgment binding on it and
no provision of its trust instrument,
declaration of trust or other organizational
document (as applicable), bylaws or any
contract binding it or affecting its property
which would prohibit its execution of, or
performance under, this Agreement.
8.02
Representations and Warranties of the
Custodian. The Custodian hereby represents and
warrants to each Trust, which representations and
warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(a) It is duly organized and existing
under the laws of the jurisdiction of its
organization, with full power to carry on its
business as now conducted, to enter into this
Agreement and to perform its obligations
hereunder;
(b) It is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5 and is a bank
meeting the requirements prescribed in
Section 26(a)(1) of the 1940 Act;
(c) This Agreement has been duly
authorized, executed and delivered by the
Custodian in accordance with all requisite
action and constitutes a valid and legally
binding obligation of the Custodian,
enforceable in accordance with its terms,
subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of
general application affecting the rights and
remedies of creditors and secured parties;
(d) It is conducting its business in
compliance in all material respects with all
applicable laws and regulations, both state and
federal, and has obtained all regulatory
approvals necessary to carry on its business
under this Agreement; it possesses in full
force and effect all licenses, permits and
other government authorizations necessary to
enter into and perform its obligations under
this Agreement; there is no statute, rule,
regulation, order or judgment binding on it and
no provision of its charter, bylaws or any
contract binding it or affecting its property
which would prohibit its execution or
performance of this Agreement;
(e) It has adopted and maintains
reasonable facilities and procedures to provide
for continued services in the event of an
emergency or disaster.
ARTICLE IX.
CONCERNING THE CUSTODIAN
9.01
Standard of Care. The Custodian shall
exercise reasonable care in the performance of
its duties under this Agreement. The Custodian
shall not be liable for any error of judgment or
mistake of law or for any loss suffered by a
Trust in connection with its duties under this
Agreement, except a loss arising out of or
relating to the Custodians (or a Sub-Custodians)
refusal or failure to comply with the terms of
this Agreement (or any sub-custody agreement) or
from its (or a Sub-Custodians) bad faith,
negligence or willful misconduct in the
performance of its duties under this Agreement
(or any sub-custody agreement). The Custodian
shall be entitled to reasonably rely on and may
act upon advice of qualified counsel on all
matters under this Agreement. The Custodian
shall promptly notify the applicable Trust of any
action taken or omitted by the Custodian in
connection with this Agreement pursuant to advice
of counsel. Such reasonable reliance on the
advice of counsel by the Custodian, however,
shall not permit the Custodian to avoid liability
to a Trust that it would otherwise incur under
this Agreement.
9.02
Actual Collection Required. The Custodian
shall not be liable for, or considered to be the
custodian of, any cash belonging to a Fund or any
money represented by a check, draft or other
instrument for the payment of money, until the
Custodian or its agents actually receive such
cash or collect on such instrument.
9.03
No Responsibility for Title, etc. So long as
and to the extent that it is in the exercise of
reasonable care and the Custodian has no
knowledge to the contrary, the Custodian shall
not be responsible for the title, validity or
genuineness of any property or evidence of title
thereto received or delivered by it pursuant to
this Agreement.
9.04
Limitation on Duty to Collect. Custodian
shall not be required to enforce collection, by
legal means or otherwise, of any money or
property due and payable with respect to
Securities held for a Fund if such Securities are
in default or payment is not made after due
demand or presentation. Custodian shall promptly
notify the applicable Trust of any situation in
which Securities are in default or payment is not
made after due demand or presentation.
9.05
Reliance Upon Documents and Instructions. The
Custodian shall be entitled to rely upon any
certificate, notice or other instrument in
writing received by it from a Trust or any
Authorized Person and reasonably believed by it
to be genuine. The Custodian shall be entitled
to rely upon any Written Instructions actually
received by it pursuant to this Agreement and
reasonably believed by it to be genuine.
9.06
Cooperation. The Custodian shall cooperate
with and supply necessary information to the
entity or entities appointed by a Trust to keep
the books of account of the Funds of such Trust
and/or compute the value of the assets of the
Funds of such Trust. The Custodian shall take
all such reasonable actions as a Trust may from
time to time request to enable the Trust to
obtain, from year to year, favorable opinions
from the Trusts independent accountants with
respect to the Custodians activities hereunder in
connection with (i) the preparation of the any
amendments to the Trusts registration statement
on Form N-1A and annual and semi-annual reports
on Forms N-CSR and N-SAR, respectively, and any
other reports or filings required by the SEC, and
(ii) the fulfillment by the Trust of any other
requirements of the SEC.
ARTICLE X.
INDEMNIFICATION
10.01
Indemnification by Each Trust. Each Trust shall
indemnify and hold harmless the Custodian, any
Sub-Custodian and any nominee thereof (each, an
Indemnified Party and collectively, the
Indemnified Parties) from and against any and all
claims, demands, losses, expenses and liabilities
(including reasonable attorneys fees and the
reasonable costs of investigation) that an
Indemnified Party may sustain or incur or that
may be asserted against an Indemnified Party in
connection with the services provided to such
Trust or the Funds of such Trust and arising
directly or indirectly (i) from the fact that
Securities are registered in the name of any such
nominee, (ii) from any action taken or omitted to
be taken by the Custodian or such Sub-Custodian
in reasonable reliance upon Written Instructions,
or (iii) from the performance of its obligations
under this Agreement, provided that neither the
Custodian nor any such Sub-Custodian or any
nominee thereof shall be indemnified and held
harmless from and against any such claim, demand,
loss, expense or liability arising out of or
relating to its refusal or failure to comply with
the terms of this Agreement (or any sub-custody
agreement), or from its bad faith, negligence or
willful misconduct in the performance of its
duties under this Agreement (or any sub-custody
agreement). This indemnity shall be a continuing
obligation of each Trust, its successors and
assigns, notwithstanding the termination of this
Agreement. This indemnity shall apply severally
and not jointly to each Trust, its successors and
assigns and no Trust shall be required to
indemnity the Custody for such loss incurred by
the Custodian in connection with the provision of
services under this Agreement to another Trust.
As used in this paragraph, the terms Custodian
and Sub-Custodian shall include their respective
directors, officers and employees.
10.02
Indemnification by Custodian. The Custodian
shall indemnify and hold harmless each Trust and
each Fund therein from and against any and all
claims, demands, losses, expenses, and
liabilities (including reasonable attorneys fees
and the reasonable costs of investigation) that a
Fund may sustain or incur or that may be asserted
against a Fund arising directly or indirectly out
of any action taken or omitted to be taken by the
Custodian, any Sub-Custodian and any nominee
thereof as a result of the such partys refusal or
failure to comply with the terms of this
Agreement (or any sub-custody agreement), or from
its bad faith, negligence or willful misconduct
in the performance of its duties under this
Agreement (or any sub-custody agreement). This
indemnity shall be a continuing obligation of the
Custodian, its successors and assigns,
notwithstanding the termination of this
Agreement. As used in this paragraph, the term
Trust shall include the Trusts trustees, officers
and employees.
10.03
Security. If the Custodian advances cash or
Securities to a Fund for any purpose, either at
the applicable Trusts request or as otherwise
contemplated in this Agreement, or in the event
that the Custodian or its nominee incurs, on
behalf of the Fund and in connection with its
performance under this Agreement, any claim,
demand, loss, expense or liability (including
reasonable attorneys fees) (except such as may
arise from its or its nominees bad faith,
negligence or willful misconduct), then, in any
such event, a portion of the property at any time
held for the account of the Fund equal to the
amount of cash or Securities so advanced to the
Fund or the amount of any claim, demand, loss,
expense or liability incurred by the Custodian or
the nominee on behalf of the Fund and in
connection with its performance under this
Agreement, as the case may be, shall be security
therefor, and should the Fund, upon written
notice from the Custodian or its nominee
(including notice to the Fund that the Custodian
has so designated such portion of property held
for the account of the Fund), as the case may be,
fail promptly to repay or indemnify the
Custodian, the Custodian shall be entitled to
utilize such portion of the property held for the
account of the Fund to the extent necessary to
obtain reimbursement or indemnification, subject
to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application
affecting the rights and remedies of creditors
and secured parties.
10.04
Miscellaneous.
(a) Neither party to this Agreement
shall be liable to the other party for
consequential, special or punitive damages
under any provision of this Agreement.
(b) The indemnity provisions of this
Article X shall indefinitely survive the
termination and/or assignment of this
Agreement.
(c) In order that the
indemnification provisions contained in this
Article X shall apply, it is understood that if
in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the
indemnitee shall, subject to any
confidentiality requirements of applicable law,
fully and promptly advise the indemnitor of all
pertinent facts concerning the situation in
question, and it is further understood that the
indemnitee will use all reasonable care to
notify the indemnitor promptly concerning any
situation that presents or appears likely to
present the probability of a claim for
indemnification. The indemnitor shall have the
option to defend the indemnitee against any
claim that may be the subject of this
indemnification. In the event that the
indemnitor so elects, it will so notify the
indemnitee and thereupon the indemnitor shall
take over complete defense of the claim, and
the indemnitee shall in such situation initiate
no further legal or other expenses for which it
shall seek indemnification under this
Article X. The indemnitee shall in no case
confess any claim or make any compromise in any
case in which the indemnitor will be asked to
indemnify the indemnitee except with the
indemnitors prior written consent.
ARTICLE XI.
FORCE MAJEURE
Neither the Custodian nor any Trust shall be
liable for any failure or delay in performance of
its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances
beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; acts of
terrorism; sabotage; strikes; epidemics; riots;
power failures; computer failure and any such
circumstances beyond its reasonable control as may
cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or
telephone communication service; accidents; labor
disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor,
material, equipment or transportation; provided,
however, that in the event of a failure or delay,
the Custodian (i) shall not discriminate against any
Fund in favor of any other customer of the Custodian
in making computer time and personnel available to
input or process the transactions contemplated by
this Agreement and agreements with such other
customers, and (ii) shall use its best efforts to
promptly ameliorate the effects of any such failure
or delay.
ARTICLE XII.
PROPRIETARY AND CONFIDENTIAL INFORMATION
12.01 The Custodian agrees, on
behalf of itself and its directors, officers,
and employees, to treat confidentially and as
proprietary information of each Fund, all
records and other information relative to the
Fund and prior, present, or potential
shareholders of the Fund (and clients of said
shareholders), and not to use such records and
information for any purpose other than the
performance of its responsibilities and duties
hereunder, except (i) after prior notification
to and approval in writing by the Fund, which
approval shall not be unreasonably withheld
and may not be withheld where the Custodian
may be exposed to civil or criminal contempt
proceedings for failure to comply, (ii) when
required to disclose such information by duly
constituted regulatory authorities, or
(iii) when so requested by the Fund. Where
the Custodian discloses information of a Fund
pursuant to (ii) above, the Custodian will
strictly limit the information disclosed to
that which was required to be so disclosed and
will promptly notify the Fund of such
disclosure, if such notice is permitted by
applicable law and regulation. Records and
other information which have become known to
the public through no wrongful act of the
Custodian, any Sub-Custodian or any of their
employees, agents or representatives shall not
be subject to this Section 12.01.
12.02 The
Custodian will adhere to the privacy policies
adopted by each Trust pursuant to Title V of the
Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from
time to time. In this regard, the Custodian
shall have in place and maintain physical,
electronic and procedural safeguards reasonably
designed to protect the security, confidentiality
and integrity of, and to prevent unauthorized
access to or use of, records and information
relating to the Funds and their shareholders.
ARTICLE XIII.
EFFECTIVE PERIOD; TERMINATION
13.01
Effective Period. This Agreement shall become
effective as of the date first written above and
will continue in effect for a period of two years
and thereafter, for succeeding one year renewable
terms, unless this Agreement is terminated as
provided in Section 13.02 hereof.
13.02
Termination. This Agreement may be terminated as
between any Trust and the Custodian by either
such Trust or the Custodian upon giving ninety
(90) calendar days prior written notice to the
other party or such shorter period as is mutually
agreed upon by the parties. Notwithstanding the
foregoing, this Agreement may be terminated as
between any Trust and the Custodian by such Trust
or the Custodian upon the breach of the other
party of any material term of this Agreement if
such breach is not cured within five (5) business
days of notice of such breach to the breaching
party. Termination of this Agreement as between
one Trust and the Custodian shall not terminate
this Agreement as between the remaining Trusts
and the Custodian. This Agreement shall
immediately terminate as to all Trusts upon the
appointment of a conservator or receiver for the
Custodian by regulatory authorities or upon the
happening of a like event at the direction of an
appropriate regulatory agency or court of
competent jurisdiction.
13.03
Early Termination. In the absence of any
material breach of this Agreement, should a Trust
elect to terminate this Agreement prior to the
end of the three year term, such Trust agrees to
pay the following fees:
a) All monthly fees incurred by such
Trust through the life of the Agreement,
including the rebate of any negotiated
discounts;
b) All reasonable fees incurred by such
Trust in connection with converting
custodial services for the Funds of the
Trust to a successor service provider;
c) All reasonable fees associated with
any record retention and/or tax
reporting obligations for such Trust
that may not be eliminated due to the
conversion of custodial services to a
successor service provider; and
d) All reasonable out-of-pocket costs
associated with items (a), (b) and (c) above.
13.04
Appointment of Successor Custodian. If a
successor custodian shall have been appointed by
the Board(s) of Trustees of the Trust(s), the
Custodian shall, upon receipt of a notice of
acceptance by the successor custodian, on such
specified date of termination (i) deliver
directly to the successor custodian all
Securities (other than Securities held in a Book-
Entry System or Securities Depository) and cash
then owned by each Fund of the applicable
Trust(s) and held by the Custodian as custodian,
and (ii) transfer any Securities held in a Book-
Entry System or Securities Depository to an
account of or for the benefit of each Fund of the
applicable Trust(s) at the successor custodian,
provided that such Trust(s) shall have paid to
the Custodian all fees, expenses and other
amounts to the payment or reimbursement of which
it shall then be entitled under this Agreement.
In addition, the Custodian shall, at the expense
of the applicable Trust(s), transfer to such
successor all relevant books, records,
correspondence, and other data established or
maintained by the Custodian under this Agreement
in a form reasonably acceptable to such
Trust(s) (if such form differs from the form in
which the Custodian has maintained the same, the
Trust(s) shall pay any expenses associated with
transferring the data to such form), and will use
best efforts to cooperate in the transfer of such
duties and responsibilities, including provision
for assistance from the Custodians personnel in
the establishment of books, records, and other
data by such successor.
13.05
Failure to Appoint Successor Custodian. If a
successor custodian is not designated by the
Trust(s) on or before the date of termination of
this Agreement, then the Custodian shall have the
right to deliver to a qualified bank or trust
company of its own selection, which bank or trust
company (i) is a bank as defined in the 1940 Act,
and (ii) has aggregate capital, surplus and
undivided profits as shown on its most recent
published report of not less than $25 million,
all Securities, cash and other property held by
Custodian under this Agreement for the applicable
Trust(s) and to transfer to an account of or for
each Fund of the applicable Trust(s) at such bank
or trust company all Securities of the Fund held
in a Book-Entry System or Securities Depository.
Upon such delivery and transfer, such bank or
trust company shall be the successor custodian
under this Agreement. In addition, under these
circumstances, all books, records and other data
of each Trust shall be returned to the applicable
Trust.
ARTICLE XIV.
CLASS ACTIONS
The Custodian shall use its best efforts to identify
and file claims for the Fund(s) involving any class
action litigation that impacts any Security the
Fund(s) may have held during the class period. Each
Fund agrees that the Custodian may file such claims
on its behalf and understands that it may be waiving
and/or releasing certain rights to make claims or
otherwise pursue class action defendants who settle
their claims. Further, each Trust acknowledges that
there is no guarantee these claims will result in
any payment or partial payment of potential class
action proceeds and that the timing of such payment,
if any, is uncertain. However, a Trust may instruct
the Custodian to distribute class action notices and
other relevant documentation to the Fund(s) of such
Trust or its designee and, if it so elects, will
relieve the Custodian from any and all liability and
responsibility for filing class action claims on
behalf of such Fund(s). In the event the
Fund(s) are closed, the Custodian shall only file
the class action claims upon written instructions by
an Authorized Person of the closed Fund(s). Any
expenses associated with such filing will be
assessed against the proceeds received of any class
action settlement.
ARTICLE XV.
MISCELLANEOUS
15.01 Compliance with Laws. Each
Trust has and retains primary responsibility for all
compliance matters relating to the Funds of such
Trust, including but not limited to compliance with
the applicable provisions of the 1940 Act, the
Internal Revenue Code of 1986, the Xxxxxxxx-Xxxxx
Act of 2002, the USA Patriot Act of 2001 and the
policies and limitations of each Fund of such Trust
relating to its portfolio investments as set forth
in its Prospectus and SAI, as amended from time to
time. The Custodians services hereunder shall not
relieve any Trust of its responsibilities for
assuring such compliance or any Board of Trustees
oversight responsibility with respect thereto.
15.02 Amendment. This Agreement may not be
amended or modified in any manner except by written
agreement executed by the Custodian and each
applicable Trust, and authorized or approved by each
applicable Board of Trustees.
15.03 Assignment. This Agreement
shall extend to and be binding upon the parties
hereto and their respective successors and assigns;
provided, however, that this Agreement shall not be
assignable by a Trust without the written consent of
the Custodian, or by the Custodian without the
written consent of each Trust, in each case
accompanied by the authorization or approval of each
Board of Trustees.
15.04 Governing Law. This Agreement shall be
governed by and construed in accordance with the
laws of the State of Delaware, without regard to
conflicts of law principles. To the extent that the
applicable laws of the State of Delaware, or any of
the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a
manner inconsistent with the applicable provisions
of the 1940 Act or any applicable rule or order of
the SEC thereunder.
15.05 No Agency Relationship. Nothing herein
contained shall be deemed to authorize or empower
any Trust or the Custodian to act as agent for
another party to this Agreement, or to conduct
business in the name, or for the account, of another
party to this Agreement.
15.06 Services Not Exclusive. Nothing in this
Agreement shall limit or restrict the Custodian from
providing services to other parties that are similar
or identical to some or all of the services provided
hereunder.
15.07 Invalidity. Any provision of
this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any
jurisdiction shall, solely with respect to such
jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such
provision in any other jurisdiction.
In such case, the parties shall in good faith modify
or substitute such provision consistent with the
original intent of the parties.
15.08 Notices. Any notice required or permitted
to be given by any Trust or the Custodian to the
other shall be in writing and shall be deemed to
have been given on the date delivered personally or
by courier service, or three (3) business days after
sent by registered or certified mail, postage
prepaid, return receipt requested, or on the date
sent and confirmed received by facsimile
transmission or attachment to electronic mail to the
other partys address set forth below:
Notice to the Custodian shall be sent
to:
U.S Bank, N.A.
0000 X. Xxxxxxxxxxx Xx., XX-XX-X000
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
E-mail: Xxx.Xxxxxx@xxxxxx.xxx
and notice to any Trust shall be sent
to, with the name of the particular
Trust(s) specified appropriately as set
forth below:
[Name of Applicable Trust(s)]
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
Phone: 000-000-0000
Fax: 000-000-0000
E-mail: xxxxxx@xxxx.xxx
15.09 Multiple Originals. This Agreement may be
executed on two or more counterparts, each of which
when so executed shall be deemed an original, but
such counterparts shall together constitute but one
and the same instrument.
15.10 No Waiver. No failure by any Trust or the
Custodian to exercise, and no delay by any Trust or
the Custodian in exercising, any right hereunder
shall operate as a waiver thereof. The exercise by
any Trust or the Custodian of any right hereunder
shall not preclude the exercise of any other right,
and the remedies provided herein are cumulative and
not exclusive of any remedies provided at law or in
equity.
15.11 References to Custodian. No Trust shall
externally circulate any printed matter which
contains any reference to Custodian that is
inconsistent with the Prospectuses, SAIs or annual
or semi-annual reports of the Trusts, each as
amended from time to time, without the prior written
approval of Custodian, excepting any printed matter
that merely identifies Custodian as custodian for
each Trust and the Funds therein.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by a duly
authorized officer on one or more counterparts as of
the date first above written.
SEI INSTITUTIONAL MANAGED
TRUST
U.S. BANK NATIONAL
ASSOCIATION
SEI INSTITUTIONAL
INVESTMENTS TRUST
SEI DAILY INCOME TRUST
SEI ASSET ALLOCATION
TRUST
SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
NEW COVENANT FUNDS
By:
/s/
Xxxxxxx X.
XxxXxx
, on behalf
of each of
the
By:
/s/ Xxxxxxx X. XxXxx
above listed Trusts,
severally and not
jointly
Name: Xxxxxxx X. XxXxx
Name: Xxxxxxx X. XxxXxx
Title: Senior Vice
President
Title: Vice President
EXHIBIT A
to the Multi-Trust Custody Agreement
Fund Names
Separate Series of the TRUSTS
SEI INSTITUTIONAL MANAGED TRUST
Large Cap Fund
Large Cap Value Fund
Large Cap Growth Fund
Tax-Managed Large Cap Fund
S&P 500 Index Fund
Small Cap Fund
Small Cap Value Fund
Small Cap Growth Fund
Tax-Managed Small/Mid Cap Fund
Mid-Cap Fund
U.S. Managed Volatility Fund
Tax-Managed Managed Volatility Fund
Real Estate Fund
Enhanced Income Fund
Core Fixed Income Fund
U.S. Fixed Income Fund
High Yield Bond Fund
Real Return Fund
Multi-Strategy Alternative Fund
Prime Obligation Fund (registered but
not launched)
SEI INSTITUTIONAL INVESTMENTS TRUST
Large Cap Fund
Large Cap Diversified Alpha Fund
Large Cap Disciplined Equity Fund
Large Cap Index Fund
Extended Market Index Fund
Strategic U.S. Large Cap Equity Fund
Small Cap Fund
Small Cap II Fund
Small/Mid Cap Equity Fund
U.S. Managed Volatility Fund
Opportunistic Income Fund (f/k/a
Enhanced LIBOR Opportunities Fund)
Core Fixed Income Fund
High Yield Bond Fund
Long Duration Fund
Long Duration Corporate Bond Fund
Ultra Short Duration Bond Fund
SEI DAILY INCOME TRUST
Money Market Fund
Prime Obligation Fund
Government Fund
Government II Fund
Treasury Fund
Treasury II Fund
Ultra Short Duration Bond Fund
Short-Duration Government Fund
Intermediate-Duration Government Fund
GNMA Fund
SEI ASSET ALLOCATION TRUST
Defensive Strategy Fund
Defensive Strategy Allocation Fund
Conservative Strategy Fund
Conservative Strategy Allocation Fund
Moderate Strategy Fund
Moderate Strategy Allocation Fund
Aggressive Strategy Fund
Tax-Managed Aggressive Strategy Fund
Core Market Strategy Fund
Core Market Strategy Allocation Fund
Market Growth Strategy Fund
Market Growth Strategy Allocation
Fund
SEI LIQUID ASSET TRUST
Prime Obligation Fund
SEI TAX EXEMPT TRUST
Tax Free Fund
Institutional Tax Free Fund
Intermediate-Term Municipal Fund
Short Duration Municipal Fund
California Municipal Bond Fund
Massachusetts Municipal Bond Fund
New Jersey Municipal Bond Fund
New York Municipal Bond Fund
Pennsylvania Municipal Bond Fund
Tax-Advantaged Income Fund
NEW COVENANT FUNDS
New Covenant Income Fund
New Covenant Balanced Income Fund
New Covenant Balanced Growth Fund
?
EXHIBIT B
to the Multi-Trust Custody Agreement
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE
[REDACTED]
Global Sub-Custodial Services Annual Fee
Schedule
[REDACTED]
?
EXHIBIT C
to the Multi-Trust Custody Agreement
Shareholder Communications Act Authorization
The Shareholder Communications Act of 1985 requires
banks and trust companies to make an effort to
permit direct communication between a company which
issues securities and the shareholder who votes
those securities.
Unless you specifically require us to NOT release
your name and address to requesting companies, we
are required by law to disclose your name and
address.
Your yes or no to disclosure will apply to all
securities U.S. Bank holds for you now and in the
future, unless you change your mind and notify us in
writing.
?
YES
U.S. Bank is
authorized to provide
the Trusts name,
address and security
position to
requesting companies
whose stock is owned
by the Trust.
?
YES
U.S. Bank is
authorized to
provide the Trusts
name, address and
security position
to requesting
companies whose
stock is owned by
the Trust.
?
NO
U.S. Bank is NOT
authorized to provide
the Trusts name,
address and security
position to
requesting companies
whose stock is owned
by the Trust.
? NO
U.S. Bank is NOT
authorized to
provide the Trusts
name, address and
security position
to requesting
companies whose
stock is owned by
the Trust.
SEI INSTITUTIONAL MANAGED
TRUST
SEI INSTITUTIONAL
INVESTMENTS TRUST
By:
/s/ Xxxxxxx X. XxxXxx
By:
/s/ Xxxxxxx X. XxxXxx
Xxxxxxx X. XxxXxx
Xxxxxxx X. XxxXxx
Title: Vice President
Title: Vice President
Date: June 14, 2013
Date: June 14, 2013
?
YES
U.S. Bank is
authorized to
provide the Trusts
name, address and
security position to
requesting companies
whose stock is owned
by the Trust.
?
YES
U.S. Bank is
authorized to
provide the Trusts
name, address and
security position
to requesting
companies whose
stock is owned by
the Trust.
?
NO
U.S. Bank is NOT
authorized to
provide the Trusts
name, address and
security position to
requesting companies
whose stock is owned
by the Trust.
? NO
U.S. Bank is NOT
authorized to
provide the Trusts
name, address and
security position
to requesting
companies whose
stock is owned by
the Trust.
SEI DAILY INCOME TRUST
SEI ASSET ALLOCATION
TRUST
By:
/s/ Xxxxxxx X. XxxXxx
By:
/s/ Xxxxxxx X. XxxXxx
Xxxxxxx X. XxxXxx
Xxxxxxx X. XxxXxx
Title: Vice President
Title: Vice President
Date: June 14, 2013
Date: June 14, 2013
?
YES
U.S. Bank is
authorized to
provide the Trusts
name, address and
security position to
requesting companies
whose stock is owned
by the Trust.
?
YES
U.S. Bank is
authorized to
provide the Trusts
name, address and
security position
to requesting
companies whose
stock is owned by
the Trust.
?
NO
U.S. Bank is NOT
authorized to
provide the Trusts
name, address and
security position to
requesting companies
whose stock is owned
by the Trust.
? NO
U.S. Bank is NOT
authorized to
provide the Trusts
name, address and
security position
to requesting
companies whose
stock is owned by
the Trust.
SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
By:
/s/ Xxxxxxx X. XxxXxx
By:
/s/ Xxxxxxx X. XxxXxx
Xxxxxxx X. XxxXxx
Xxxxxxx X. XxxXxx
Title: Vice President
Title: Vice President
Date: June 14, 2013
Date: June 14, 2013
?
YES
U.S. Bank is
authorized to provide
the Trusts name,
address and security
position to
requesting companies
whose stock is owned
by the Trust.
?
NO
U.S. Bank is NOT
authorized to provide
the Trusts name,
address and security
position to
requesting companies
whose stock is owned
by the Trust.
NEW COVENANT FUNDS
By:
/s/ Xxxxxxx X. XxxXxx
Xxxxxxx X. XxxXxx
Title: Vice President
Date: June 14, 2013
