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Exhibit (8)
BANK ONE TRUST COMPANY, NA
CUSTODY AGREEMENT
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BANK ONE TRUST COMPANY, NA
CUSTODY AGREEMENT
EXECUTION FORM
Name of Principal: Investment Services for Education
Associations Trust (ISEA)
Address of Principal: c/o Cadre Consulting Services Inc.
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Execution Date:
Effective Date:
This Custody Agreement is entered into on the Execution Date set forth above,
effective on the Effective Date set forth above, by and between the above named
Principal ("Principal") and Bank One Trust Company, NA, ("Custodian"), with its
principal offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
In consideration of the mutual covenants and conditions of this agreement, the
Custodian and Principal hereby agree to the provisions of this agreement
attached hereto and the Schedules, if any, of this agreement attached hereto.
IN WITNESS WHEREOF, this agreement is executed by Custodian and the Principal on
the Execution Date.
CUSTODIAN PRINCIPAL
Bank One Trust Company, NA Investment Services for Education
Associations Trust (ISEA)
By:/s/▇.▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Printed Name:▇.▇. ▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title:A.V.P. & Client Title: Trustee
Service Officer
Dated:10/23/97 Dated:
By:
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Printed Name:
Title:
Dated:
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BANK ONE TRUST COMPANY, NA
CUSTODY AGREEMENT
Table of Contents for Provisions
Section 1 Appointment of Custodian
Section 2 Delivery of Securities, Cash and Other Property
Section 3 Accounts
Section 4 Proper Instructions
Section 5 Collection of Income
Section 6 Short-Term Investments
Section 7 Payment of Monies
Section 8 Duties of Custodian with Respect to Securities of
the Principal Held by Custodian
Section 9 Voting and Other Actions
Section 10 Responsibility of Custodian
Section 11 Records and Reports
Section 12 Effective Period, Termination and Interpretive and
Additional Provisions
Section 13 Successor Custodian
Section 14 Compensation of Custodian and Reimbursement of
Expenses
Section 15 Notices
Section 16 Overdrafts or Indebtedness
Section 17 Governing Law
Section 18 Severability
Section 19 Non-Waiver
Section 20 No Third Party Benefit
Section 21 Captions
Section 22 Dispute Resolution and Arbitration
Section 23 Confidentiality
Section 24 Entire Agreement
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BANK ONE TRUST COMPANY, NA
CUSTODY AGREEMENT
PROVISIONS
These Provisions are applicable to the Custody Agreement between the Custodian
and the Principal described in the foregoing Execution Form.
1. APPOINTMENT OF CUSTODIAN. Subject to the terms and conditions of
this agreement, the Principal hereby appoints and Custodian hereby accepts the
appointment by the Principal as custodian for certain cash, securities and other
property owned by the Principal and delivered to Custodian.
2. DELIVERY OF SECURITIES, CASH AND OTHER PROPERTY. The Principal shall
deliver to Custodian cash, securities and other property. Custodian shall accept
for deposit hereunder additional cash, securities and property upon receiving
written notice from Principal. Custodian shall only be responsible for custody
hereunder of cash, securities and property delivered to it and then only while
the cash, securities and property are held in and as a part of the custodial
account, unless the cash, securities and property are not held in and as part of
the custodial account as the result of Custodian's negligence or willful
misconduct. Such cash, securities (hereinafter "Securities") and other property
held in and as part of the custodial account shall hereinafter be referred to as
the "Assets."
3. ACCOUNTS. Custodian shall open and maintain a separate account or
accounts in the name of the Principal, subject only to draft or order by
Custodian pursuant to the terms of this agreement, and shall maintain in such
account or accounts all Assets received by it for the account of the Principal.
All separate accounts governed by this agreement are listed in Schedule B
attached hereto.
4. PROPER INSTRUCTIONS. For purposes of this agreement, "proper
instructions" shall mean (a) any oral authorizations, instructions or approvals
of any kind transmitted to Custodian in person or by telephone by a person
believed in good faith by Custodian to be a person authorized by a resolution of
the Board of Directors of the Principal; or (b) written authorizations,
instructions, or approvals of any kind transmitted to Custodian by mail,
personal delivery, facsimile, telegram or other written means by a person
believed in good faith by Custodian to be a person authorized by a resolution of
the Board of Directors of the Principal to give such authorizations,
instructions or approvals on behalf of the Principal. The Principal shall
confirm any oral authorization, instruction or approval described
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in (a), above, the same business day by transmittal to Custodian of a written
authorization, instruction or approval described in (b), above.
5. COLLECTION OF INCOME. Custodian shall collect all income and other
payments with respect to registered Securities held hereunder to which the
Principal shall be entitled by law or pursuant to custom in the securities
business, and shall collect all income and principal and other payments with
respect to bearer Securities if, on the date of payment by the issuer, such
Securities are held by Custodian or agent thereof, and shall deposit such income
and principal, as collected, into the Principal's account. Without limiting the
generality of the foregoing, Custodian shall detach and present for payment all
coupons and other income and principal items requiring presentation as and when
they become due, shall collect dividends and interest when due on Securities
held hereunder, and shall endorse and deposit for collection, in the name of the
Principal, checks, drafts, and other negotiable instruments on the same day as
received.
With respect to Securities of foreign issuers, while Custodian will
use its best efforts to collect any monies which may to its knowledge become
collectible arising from such Securities, including dividends, interest and
other income, it is understood that Custodian shall be under no responsibility
for any failure or delay in effecting such collections or giving such notices.
Custodian shall not be under any obligation or duty to take action
to effect collection of any amount, if the Securities (domestic or foreign) on
which such amount is payable are in default and payment is refused after due
demand or presentation. Custodian will, however, promptly notify the Principal
in writing of such default and refusal to pay.
6. SHORT-TERM INVESTMENTS. Principal has provided Custodian with a copy
of its Amortized Cost Procedures. It is contemplated that Principal will, from
time to time, provide Custodian with written guidelines setting forth specific
short term interest bearing and short term discount obligations which are
acceptable to Principal, and Custodian agrees to act within said guidelines.
In the absence of written guidelines from Principal, Custodian is
specifically authorized, empowered and directed to invest any short term monies
in the following provided such investment is not prohibited by Principal's
Amortized Cost Procedures:
(i) Securities of any open-end management money
market type investment company registered under
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the Investment Company Act of 1940, as amended (the
"1940 Act"), which would be regarded by prudent
businessmen as a safe investment. The fact that
Custodian, any affiliate of Custodian, or any
affiliate of BANC ONE CORPORATION is providing
services to and receiving remuneration from the
foregoing investment company or investment trust as
investment advisor, custodian, transfer agent,
registrar, or otherwise shall not preclude Custodian
from investing in the securities of such investment
company or investment trust;
(ii) Savings accounts, time deposit accounts,
certificates of deposit, money market funds or other
evidences of deposit issued by Bank One, Columbus,
N.A. and/or any other national bank, savings and loan
institution, state member bank, state non-member
bank, or other depository institution which now or in
the future is an affiliate or subsidiary of Custodian
or of BANC ONE CORPORATION.
7. PAYMENT OF MONIES. Custodian shall pay out monies from the custodian
account in the following cases only:
(a) Upon the purchase of Securities for the account of
the Principal but only (i) against the delivery of
such Securities to Custodian (or any bank, banking
firm or trust company doing business in the United
States or abroad which has been designated by
Custodian as its agent for this purpose)
registered in the name of the Principal or in the
name of a nominee of the Principal or in the name
of a nominee of Custodian or in proper form for
transfer; (ii) in the case of a purchase effected
through a Securities Depository, in accordance
with the conditions set forth in Section 8 below;
or (iii) in the case of repurchase agreements
entered into between the Principal and another
bank or broker-dealer, against delivery of
Securities either in certificate form or through
an entry crediting Custodian's account at the
Federal Reserve Bank with such securities.
(b) In connection with conversion, exchange or surrender
of Securities owned by the Principal as set forth in
Section 8 of this agreement;
(c) For any other purpose of the Principal, but only upon
receipt of proper instructions from the Principal
specifying the amount of such payment,
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setting forth the purpose for which such payment is
to be made, declaring such purpose to be a proper
purpose, and naming the person or persons to whom
such payment is to be made.
8. DUTIES OF CUSTODIAN WITH RESPECT TO SECURITIES OF THE
PRINCIPAL HELD BY CUSTODIAN.
(a) Deposit of Securities. Custodian may deposit the
Assets:
(i) in the bank vault of Custodian;
(ii) in such other banks or trust companies as
Custodian may deem appropriate provided such
other bank or trust companies meet the
requirements of the 1940 Act;
(iii) in its accounts with a clearing agency
registered with the Securities and Exchange
Commission (the "Commission") under Section
17A of the Securities Exchange Act of 1934
(the "Exchange Act"), which acts as a
securities depository (the "Securities
Depository"); or
(iv) in a book-entry account which is maintained
for the Custodian by a Federal Reserve Bank
(the "Book Entry Account").
(b) Securities Depository and Book Entry Accounts. So
long as Custodian maintains any account pursuant to
subparagraphs (a)(iii) or (a)(iv) above for the
Principal, Custodian shall:
(i) deposit the Securities in such an account
that includes only assets held for the
Principal;
(ii) with respect to Securities transferred
to the account of the Principal,
identify as belonging to the Principal a
quantity of such Securities in the
fungible bulk of Securities (A)
registered in the name of Custodian or
its nominee, or (B) shown on Custodian's
account on the books of the Securities
Depository, the Book-Entry Account, or
Custodian's agent;
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(iii) promptly send to the Principal reports
received from the appropriate Federal
Reserve Bank or Securities Depository on its
system of internal accounting control; and
(iv) send to the Principal such reports of the
systems of internal accounting control of
Custodian and its agents through which such
Securities are deposited as are available
and as the Principal may reasonably request
from time to time.
(c) Holding Securities. Custodian shall hold and
physically segregate for the account of the Principal
all Assets owned by the Principal other than
Securities held in a Securities Depository or Book
Entry Account, as provided in subparagraphs (a) and
(b) of this Section 8.
(d) Registration of Securities. Securities held by
Custodian (other than bearer Securities) shall be
registered in the name of the Principal or in the
name of any nominee of the Principal or of any
nominee of Custodian. All Securities accepted by
Custodian on behalf of the Principal under the
terms of this agreement shall be in "street name"
or other good delivery form.
(e) Delivery of Securities. Custodian shall release
and deliver Securities owned by the Principal held
by Custodian or in a Securities Depository or Book
Entry Account for Custodian only upon receipt of
proper instructions, which may be continuing
instructions when Principal and Custodian
specifically agree in writing, and only in the
following cases:
(i) Upon the sale of such Securities for the
account of the Principal and the receipt of
payment therefor;
(ii) Upon the receipt of payment in connection
with any repurchase agreement related to
such Securities entered into by the
Principal;
(iii) In the case of a sale effected through a
Securities Depository or Book Entry Account,
in accordance with the
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provisions of subparagraphs (a) and (b)
of this section 8;
(iv) In connection with tender or other similar
offers for Securities owned by the
Principal, provided that, in any such case,
the cash or other consideration is to be
delivered to Custodian;
(v) To the issuer thereof or its agent when such
Securities are called, redeemed, retired, or
otherwise become payable, provided that, in
any such case, the cash or other
consideration is to be delivered to
Custodian;
(vi) To the issuer thereof, or its agent, for
transfer into the name of the Principal, or
into the name of any nominee or nominees of
Custodian, or for exchange for a different
number of bonds, certificates or other
evidence representing the same aggregate
face amount or number of units, or for
exchange of interim receipts or temporary
securities for definitive securities,
provided that, in any such case, the new
Securities are to be delivered to Custodian;
(vii) To the broker selling the same for
examination in accordance with "street
delivery" custom provided that Custodian may
adopt such procedures to ensure their prompt
return to Custodian by the broker in the
event the broker elects not to accept them;
(viii) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization, or
readjustment of the Securities of the issuer
of such Securities, or pursuant to
provisions for conversion contained in such
Securities, provided that, in any such case,
the new Securities and cash, if any, are to
be delivered to Custodian.
(ix) In the case of warrants, rights or similar
Securities, the surrender
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thereof upon the exercise of such warrants,
rights or similar Securities or the
surrender of interim receipts or temporary
Securities for definitive Securities,
provided that, in any such case, the new
Securities and cash, if any, are to be
delivered to Custodian;
(x) For delivery in connection with any loans of
Securities made by the Principal, but only
against receipt of adequate collateral as
specified from time to time by proper
instructions of the Principal;
(xi) For delivery as security in connection with
any borrowings by the Principal requiring a
pledge of assets by the Principal but only
against receipt of amounts borrowed;
(xii) For delivery in accordance with the
provisions of any agreement among the
Principal, Custodian and a broker-dealer
registered under the Exchange Act and a
member of the National Association of
Securities Dealers, Inc. ("NASD"), relating
to compliance with the rules of The Options
Clearing Corporation (the "O.C.C.") and of
any registered national securities exchange
or any similar organization, regarding
escrow or other arrangements in connection
with transactions of the Principal; and
(xiii) For any other purpose of the Principal, but
only upon receipt of proper instructions
from the Principal 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
purpose, and naming the person or persons to
whom delivery of such Securities shall be
made.
(f) Security Holdings Disclosure. Custodian is not
authorized and shall not disclose the name, address
or security positions of the Principal in response to
requests concerning shareholder communications under
Section 14 of the Exchange Act, the rules and
regulations thereunder, and any
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similar statute, regulation, or rule in effect
from time to time.
9. VOTING AND OTHER ACTIONS. Custodian shall promptly deliver or mail
to the Principal all forms of proxies and all notices of meetings affecting or
relating to Securities held for the account of the Principal. Upon receipt of
proper instructions, Custodian shall execute and deliver such proxies or other
authorizations as may be required. Neither Custodian nor its nominee shall vote
any Securities or execute any proxy to vote the same or give any consent to take
any other action with respect thereto.
Custodian shall release and deliver such Securities and take any
other action as directed by the Principal, with respect to dividends, splits,
distributions, spin-offs, puts, calls, conversions, redemptions, tenders,
exchanges, mergers, reorganizations, rights, warrants or any other similar
activity relating to the Securities. Custodian shall request direction of
Principal upon receipt of actual notice where Principal has an option as to any
such activity. For purposes of this paragraph, Custodian shall be deemed to have
actual notice if any such activity is published in one or more of the following
publications: ▇.▇. ▇▇▇▇▇'▇ Munibase System, Financial Card Service, Xitek, Inc.,
Standard & Poors' Called Bond Listing, Depository Trust Reorganization Notices,
and The Wall Street Journal. If Custodian does not have actual notice of such
activity, any such activity will be handled by Custodian on a "best efforts"
basis.
10. RESPONSIBILITY OF CUSTODIAN. Custodian shall not be liable for any
loss or damage resulting from its action or omission to act hereunder, except
for any such loss or damage arising out of its negligence or willful misconduct.
Subject to the foregoing, as long as and to the extent that it exercises
reasonable care, Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this agreement and Custodian shall be held harmless
in acting upon proper instructions and shall be entitled to receive as
conclusive proof of any fact or matter required to be ascertained by it
hereunder, a certificate by the President, Treasurer, or Secretary or Assistant
Secretary of the Principal. Custodian may receive and accept a certified
resolution of the Board of Directors of the Principal as conclusive evidence of
the authority of any person to act in accordance with such vote.
Custodian shall be entitled to rely upon and may act upon advice of
counsel (who may or may not be counsel for the Principal) on all matters, and
shall be without liability for any action reasonably taken or omitted in good
faith and without negligence pursuant to such advice.
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If the Principal requires Custodian to take any action with respect
to Securities, which action involves the payment of monies or which action may,
in the opinion of Custodian, result in Custodian's or its nominee's being liable
for the payment of money or incurring liability of some other form, the
Principal, as a prerequisite to requiring Custodian to take such action, shall
provide indemnity to Custodian in an amount and form satisfactory to Custodian.
Principal hereby agrees to indemnify Custodian and hold Custodian
harmless from and against any and all costs, expenses, damages, liabilities and
claims (including reasonable attorneys' fees and accountants' fees) sustained or
incurred by or asserted against Custodian by reason or as a result of any action
or inaction, or arising out of Custodian's performance hereunder; provided, that
Principal shall not indemnify Custodian for those costs, expenses, damages,
liabilities or claims arising out of Custodian's negligence or willful
misconduct. This indemnity shall be a continuing obligation of Principal, its
successors and assigns, notwithstanding the termination of this agreement.
Custodian shall not be responsible or liable for any failure or
delay in the 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 disturbance; sabotage; epidemics; riots; interruptions,
loss or malfunctions of utilities, communications service; accidents; labor
disputes; acts of civil or military authority; governmental action; or inability
to obtain labor, material, equipment or transportation.
Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
agreement.
Custodian shall provide Principal with any report obtained by
Custodian on the system of internal accounting control of the Book-Entry
Accounts used hereunder and the Securities Depositories used hereunder, and with
such reports on its own systems of internal accounting control as Principal may
reasonably request from time to time.
11. RECORDS AND REPORTS. Principal hereby acknowledges that it may have
the right to receive broker confirmations within the time period prescribed by
12 C.F.R. Section 12.5 at no additional cost. In lieu of receiving such
confirmations within such time period, Custodian and Principal agree to the
alternative procedures set forth in this Section 11. Custodian shall create and
maintain records relating to its activities and obligations under this agreement
as Custodian and the Principal shall agree to and in such manner as will meet
the obligations of
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the Principal, if any, under Federal and State tax laws and any other law or
administrative rules or procedures which may be applicable to the Principal,
including without limitation the ▇▇▇▇ ▇▇▇. All such records shall remain the
property of the Principal, and shall be open to the inspection and audit at
reasonable times by duly authorized officers, employees or agents of the
Principal. Custodian shall, at the Principal's request, supply the Principal
with a tabulation of Securities owned by the Principal and held by Custodian and
shall supply to the Principal a report from time to time as the parties shall
agree of all monies received or paid on behalf of the Principal and of the
resultant cash balance, and such other reports as the Principal may reasonably
request. Upon the reasonable request of Principal, copies of any such books and
records shall be provided by Custodian to Principal or the Principal's
authorized representative, and the Principal shall reimburse Custodian its
expenses of providing such copies. Upon reasonable request of Principal,
Custodian shall provide in hard copy or on micro-film, whichever Custodian
elects, any records included in any such delivery which are maintained by
Custodian on a computer disk, or are similarly maintained, and Principal shall
reimburse the Custodian for its expenses of providing such hard copy or
micro-film.
12. EFFECTIVE PERIOD, TERMINATION AND INTERPRETIVE AND ADDITIONAL
PROVISIONS. This agreement shall become effective as of the date first set forth
on the Execution Form of this agreement and may be terminated by either party by
90 days advance notice. Upon termination hereof, the Principal shall pay to
Custodian such compensation as may be due as of the date of such termination,
and shall likewise reimburse Custodian for its costs, expenses and disbursements
as contemplated by this agreement. Upon termination, except as otherwise
provided herein including the payment of all monies owed to Custodian as set
forth in Section 14 and except for Section 23 and for any liability of the
Custodian to the Principal, or of the Principal to the Custodian, arising
hereunder, all obligations of each party to the other party hereunder shall
cease.
In connection with the operation of this agreement, Custodian and
the Principal may agree from time to time on such provisions interpretive or in
addition to the provisions of this agreement as may in their joint opinion be
consistent with the general tenor of this agreement. Any such interpretive or
additional provisions shall be signed by both parties and annexed hereto,
provided that no such interpretive or additional provisions shall contravene any
applicable federal or state law regulations.
13. SUCCESSOR CUSTODIAN. If a successor custodian is appointed by the
Principal, Custodian shall, upon termination, deliver to such successor
custodian, duly endorsed and in form
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for transfer, all Securities then held hereunder and all other property of the
Principal deposited with or held by it hereunder and Custodian shall be released
of all duties and obligations under this agreement. If no such successor
custodian is appointed and this agreement is terminated pursuant to Section 12,
Custodian shall, in like manner, at its office, upon receipt of proper
instructions from the Principal, deliver such property in accordance with such
instructions. Delivery and release of Securities and other property shall be
made provided Custodian shall have no liability for shipping or insurance costs
associated therewith and full payment has been made to Custodian of all its
compensation, costs, expenses and other amounts hereunder.
In the event that property of the Principal remains in the
possession of Custodian after the date of termination hereof owing to the
failure of the Principal to appoint a successor custodian or provide proper
instructions, Custodian shall be entitled to compensation for its services
during such period and the provisions of this agreement relating to the duties
and obligations of Custodian shall remain in full force and effect.
Alternatively, Custodian shall have the right to commence an action in the
nature of an interpleader, and seek to deposit the property in a court of
competent jurisdiction.
14. COMPENSATION OF CUSTODIAN AND REIMBURSEMENT OF EXPENSES. Custodian
shall be entitled to compensation for its services as set forth in Schedule A
attached hereto and made a part hereof (the "Fee Schedule"), for reimbursement
of its out of pocket expenses as provided in this agreement, and for all other
necessary and proper disbursements and expenses made or incurred by Custodian in
the performance of its duties and obligations under this agreement. The
Principal shall pay or reimburse Custodian from time to time for any transfer
taxes payable upon transfers of Securities made hereunder.
The Principal shall promptly pay or reimburse Custodian for the
payment of any expense or liability named by the Principal, including but not
limited to the following payments for the account of the Principal: delivery
charges, insurance, interest, taxes, management, accounting and legal fees, and
other operating expenses of the Principal.
15. NOTICES. Any notices required or desired to be given to any party
hereto shall be in writing, shall be addressed to such other party at that
party's address set forth at the beginning of this agreement and shall be deemed
given when deposited in the United States mail, certified, return receipt
requested, or actually received by the party to whom it was addressed if
delivered by an alternate method. Any party may change the address to which
notices or other communications are to be given by giving the other party notice
of such change.
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16. OVERDRAFTS OR INDEBTEDNESS. If Custodian, in its sole discretion,
advances cash on behalf of the Principal which results in an overdraft because
the cash held by Custodian for the account of the Principal shall be
insufficient to pay the total amount payable upon a purchase of Securities as
set forth in proper instructions or which results in an overdraft for some other
reason, or if the Principal is for any other reason indebted to Custodian
(including any amount owed by Principal to Custodian pursuant to Section 14,
above, and except for other borrowings for temporary or emergency purposes using
securities as collateral pursuant to a separate agreement), such overdraft or
indebtedness shall be deemed to be a loan made by Custodian to the Principal
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
2% over the prime rate in effect from time to time as announced by The Wall
Street Journal under the section titled Money Rates, or any successor title,
such rate to be adjusted on the effective date of any change in such prime rate.
In addition, to the extent permitted by the Investment Company Act of 1940, the
Principal hereby grants to and agrees that 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 Principal or in which the Principal may have an interest which is
then in Custodian's possession or control or in possession or control, of any
third party acting on Custodian's behalf. The Principal authorizes Custodian, in
its sole discretion, at any time to charge any such overdraft or indebtedness
together with interest due thereon against any balance of account standing to
the Principal's credit on the Custodian's books.
17. GOVERNING LAW. This agreement shall be construed and enforced
according to the laws of the State of Ohio and all provisions shall be
administered according to the laws of said State, except as said laws are
superseded or preempted by any Federal law.
18. SEVERABILITY. The intention of the parties to this agreement is to
comply fully with all laws, rules, regulations and public policies, and this
agreement shall be construed consistently with all laws, rules, regulations and
public policies to the extent possible. If and to the extent that any court of
competent jurisdiction determines it is impossible to construe any provision of
this agreement consistently with any law, rule, regulation or public policy and
consequently holds that provision to be invalid, such holding shall in no way
affect the validity of the other provisions of this agreement, which shall
remain in full force and effect.
19. NON-WAIVER. No failure by any party to insist upon compliance with
any term of this agreement, to exercise any option, enforce any right, or seek
any remedy upon any default of
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any other party shall affect, or constitute a waiver of, the first party's right
to insist upon such strict compliance, exercise that option, enforce that right,
or seek that remedy with respect to that default or any prior, contemporaneous,
or subsequent default. No custom or practice of the parties at variance with any
provision of this agreement shall affect or constitute a waiver of, any party's
right to demand strict compliance with all provisions of this agreement.
20. NO THIRD PARTY BENEFIT. This agreement is intended for the
exclusive benefit of the parties to this agreement and their respective
successors and assigns, and nothing contained in this agreement shall be
construed as creating any rights or benefits in or to any third party.
21. CAPTIONS. The captions of the various sections of this agreement
are not part of the context of this agreement, but are only labels to assist in
locating those sections and shall be ignored in construing this agreement.
22. DISPUTE RESOLUTION AND ARBITRATION. Any controversy or claim
arising out of or relating to this agreement, or the breach of the same, shall
be settled through consultation and negotiation in good faith and a spirit of
mutual cooperation. However, if those attempts fail, the parties agree that any
misunderstandings or disputes arising from this agreement shall be decided by
arbitration which shall be conducted, upon request by either party, before three
(3) arbitrators (unless both parties agree on one (1) arbitrator) designated by
the American Arbitration Association (the "AAA"), in accordance with the terms
of the Commercial Arbitration Rules of the AAA, and, to the maximum extent
applicable, the United States Arbitration Act (Title 9 of the United States
Code), or if such Act is not applicable, any substantially equivalent state law.
The parties further agree that the arbitrator(s) will decide which party must
bear the expenses of the arbitration proceedings.
23. CONFIDENTIALITY. Custodian shall treat confidentially and as
proprietary information of Principal's records and other information relative to
Principal and prior, present or potential shareholders, and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder. Notwithstanding the foregoing, Custodian
shall have the right to disclose such records and other information to any
Federal or State authority with whom Principal or its shares are registered, and
Custodian shall further have the right to exhibit any such records and
information to any person whenever it receives an opinion from its counsel that
there is a reasonable likelihood that Custodian will be held liable for the
failure to exhibit such records or information to such person, provided,
however, that in connection with any such disclosure
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Custodian shall promptly notify Principal that such disclosure is to be made.
24. ENTIRE AGREEMENT. This agreement represents the entire agreement
between the parties and may not be modified or amended except by a writing
signed by the party to be charged, except as otherwise provided herein.
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BANK ONE TRUST COMPANY, NA
CUSTODY AGREEMENT
SCHEDULE A
FEE SCHEDULE
This Schedule A sets forth the compensation agreed upon by Investment
Services for Education Associations Trust (ISEA) (the "Principal") to be paid to
Bank One Trust Company, NA (the "Custodian") pursuant to the terms and
conditions of Section 14 of the Custody Agreement effective October __, 1997 and
executed by such parties. Any changes to the fee schedule shall be by execution
of a new Schedule A.
I. INITIAL ACCEPTANCE FEE - Waived
II. ANNUAL BASE FEE - $7,500
(A) ASSET HOLDINGS - Waived
(B) TRADES
DTC/Fed Eligible $10.00 per transaction
DTC/Fed Ineligible $10.00 per transaction
GNMA's & Other
Amortized Securities $10.00 per principal paydown
NOTE: Transaction fees for all other types of assets are
negotiable.
(C) ASSET FEE
$0.00003 times the market value of the assets under custody
III. SPECIAL FEES
Wire $5.00
Check Cut $2.00
* Pass through charges for Exception Services
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IV. TERMINATION FEE - Waived
For purposes of this Schedule A, a "transaction" will be defined as any purchase
or sale of a security, free receipt, free delivery, and corporate reorganization
items such as tenders, mergers, and acquisitions.
Additional fees will be negotiated for accounts in excess of those listed on
Schedule B of the Custody Agreement.
Effective Date of this Fee Schedule: 10/23/97, 1997
CUSTODIAN PRINCIPAL
Bank One Trust Company, NA Investment Services for Education
Associations Trust (ISEA)
By:/s/▇.▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
----------------- ------------------------------
Printed Name:▇.▇. Albch Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title:A.V.P. & Client Service Title:
Officer
Dated:10/23/97 Dated:
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