XXXXXX STREET FUNDS
CUSTODIAN AGREEMENT
Xxxxxx Street Funds (the Trust), an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), hereby appoints Chemical Bank (the "Bank") to act as custodian of the
portfolio securities, cash and other property of the Trust from time to time
deposited with or collected by the Bank for the Trust, and the Bank accepts such
appointment, subject to the following terms and conditions contained in this
agreement, as the same may be amended from time to time (the "Agreement").
1. DEFINITIONS.
ACCOUNT. The term "Account" means (i) each separate custodian account
opened in the name of the Trust on the books and records of the Bank to hold
Securities deposited with, transferred to, and collected by, the Bank for the
account of the Trust, and (ii) a general deposit demand cash account to which
the Bank shall credit monies received by the Bank for the account of or from the
Trust, and which is subject only to draft or order by Bank.
DEPOSITORY. The term "Depository" means any depository service which
acts as a system for the central handling of securities where all securities of
any particular class or series of any issuer deposited within the system are
treated as fungible and may be transferred by bookkeeping entry without physical
delivery of the Securities.
PROCEEDS. The term "Proceeds" means interest, dividends, proceeds
from transfers of Securities and other monies and properties received with
respect to the Securities in the Account or upon the sale, exchange, transfer or
other disposition thereof.
SECURITIES. The term "Securities" means U.S. dollar-denominated
stocks, bonds, rights, warrants, and all other negotiable or non-negotiable
paper issued in certificated or book entry form, commonly known as securities in
banking custom or practice, and any Securities-related property.
2. OBLIGATIONS OF TRUST AND BANK. The Trust and the Bank agree to
conduct all activities in connection with this Agreement in accordance with the
Global Securities Services Client Reference Guide, as the same may be amended
from time to time, provided to the Trust by the Bank
3. CONDITIONS PRECEDENT. The obligations of the Bank hereunder are
subject to receipt of a certificate of the Secretary or any Assistant Secretary
of the Trust, contemporaneously dated
with the date hereof, substantially in the form of Annex A hereto (or in a
substitute form of certificate acceptable to the Bank), which certificate the
Bank shall be entitled to rely upon unless and until a superseding certificate
acceptable to the Bank is received by the Bank.
4. DIRECTIONS. The Bank, acting as agent for the Trust, is
authorized, directed and instructed subject to the further provisions of this
Agreement:
(i) to hold Securities issued only in bearer form in bearer
form;
(ii) to register in the name of the nominee of the Bank, the
Bank's Depositories, or sub-custodians, (A) Securities issued only in registered
form, and (B) Securities issued in both bearer and registered form, which are
freely interchangeable without penalty;
(iii) to deposit any Securities which are eligible for deposit
(a) with any domestic or foreign Depository on such terms and conditions as such
Depository may require, including provisions for limitation or exclusion of
liability on the part of the Depository; and (b)with any sub-custodian which the
Bank uses, including any subsidiary or affiliate of the Bank;
(iv)(a) to credit to the Account all Proceeds received and
payable on or in respect of the Account,
(b) to debit the Account for the cost of acquiring Securities
the Bank has received for the Account, against delivery of such Securities to
the Bank,
(c) to present for payment Securities and other obligations
(including coupons) upon maturity, when called for redemption, and when income
payments are due, and
(d) to make exchanges of Securities which, in the Bank's
opinion, are purely ministerial as, for example, the exchange of Securities in
temporary form for Securities in definitive form or the mandatory exchange of
certificates;
(v) to forward to the Trust, and/or any other person designated
by the Trust, all proxies and proxy materials received by the Bank in connection
with Securities held in the Account, which have been registered in the name of
the Bank's nominee, or are being held by any domestic Depository, or domestic
sub-custodian, on behalf of the Bank;
(vi) to sell any fractional interest of any Securities which the
Bank has received resulting from any stock dividend, stock split, distribution,
exchange, conversion or
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similar activity;
(vii) to release the Trust's name, address and aggregate share
position to the issuers of any domestic Securities in the Account provided,
however, the Trust may instruct the Bank not to provide any such information to
any issuer;
(viii) to endorse and collect an checks, drafts or other orders
for the payment of money received by the Bank for the account of or from the
Trust;
(ix) at the direction of the Trust, to enroll designated
domestic Securities in the Account in a program for the automatic reinvestment
of all income and capital gains distributions on those Securities in new shares
(an "Automatic Reinvestment Program"), or instruct any Depository holding such
Securities to enroll those Securities in an Automatic Reinvestment Program;
(x) at the direction of the Trust, to receive, deliver and
transfer Securities and make payments and collections of monies in connection
therewith, enter purchase and sale orders and perform any other acts incidental
or necessary to the performance of the above acts with brokers, dealers or
similar agents selected by the Trust, including any broker, dealer or similar
agent affiliated with the Bank, for the account and risk of the Trust in
accordance with accepted industry practice in the relevant market, provided,
however, if it is determined that any certificated Securities are not
immediately transferable or if the Customer determines not to transfer any
certificated Securities to a Depository or sub-custodian, the Bank, or the
Bank's nominee, the Bank's sole responsibility for such Securities under this
Agreement shall be to safekeep the Securities in accordance with Section 15
hereof;
(xi) to notify the Trust and/or any other person designated by
the Trust upon receipt of notice by the Bank of any call for redemption, tender
offer, subscription rights, merger, consolidation, reorganization or
recapitalization which (i) appears in The Wall Street Journal (New York
edition), The Standard & Poor's Called Bond Record for Preferred Stocks,
Financial Daily Called Bond Service, The Xxxxx Services, any official
notifications from The Depository Trust Company and such other publications or
Services to which the Bank may from time to time subscribe, (ii) requires the
Bank to act in response thereto, and (iii) pertain to domestic Securities in the
Account which have been registered in the name of the Bank's nominee or are
being held by a Depository or sub-custodian on behalf of the Bank.
Notwithstanding anything contained herein to the contrary, the Trust shall have
the sole responsibility for monitoring the applicable dates on which Securities
with put option features must be exercised. All solicitation fees payable to the
Bank as agent in connection herewith will be retained by the Bank unless
expressly agreed to
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the contrary in writing by the Bank, and
(xii) to act upon all instructions which reasonably appear to
have been signed, sent or transmitted by any of the persons (each an "Authorized
Person") listed on the certificate referenced in Section 3 hereof as the same
may be amended from time to time.
Notwithstanding anything in this Section 4 to the contrary, the Bank is
authorized to hold Securities for the Trust which have transfer limitations
imposed upon them by the Securities Act of 1933, as amended, or represent shares
of mutual funds (i) in the name of the Trust, (ii) in the name of the Bank's
nominee, or (iii) with any Depository or sub-custodian.
5. REPORTS. The Bank shall furnish to the Trust all such periodic
and special reports as the Trust may request and which are set forth in Exhibit
I hereto.
6. FUNDING OF ACCOUNT. The Trust shall have credited to the Account
prior to the time the Bank must settle for any Securities delivered to the
Account for purchase on any settlement day, sufficient immediately available
funds to pay for such deliveries. Should the Trust fail to have sufficient
immediately available funds in the Account to settle a transaction pursuant to
the preceding sentence (a "Deficit"), the Bank may elect in its sole discretion
(i) to reject the settlement of the transaction, (ii) to settle the transaction
on behalf of the Trust and debit the Account (A) for the amount of such Deficit
and (B) for the amount of the funding or other cost or expense incurred or
sustained by the Bank for the Trust's failure to have sufficient immediately
available funds in the Account by the applicable settlement deadline for the
Bank, or (iii) to reverse the posting of the Securities made to the Account. The
Bank reserves the right to reverse any erroneous or provisional entries to the
Account retroactively to the date upon which the correct entry, or no entry,
should have been made. The foregoing rights of the Bank are in addition to and
not in limitation of any other rights or remedies available to it under this
Agreement or otherwise.
No prior action or course of dealing on the part of the Bank with
respect to the settlement of Securities transactions on behalf of the Trust
shall be used by or give rise to any claim or action by the Trust against the
Bank for the Bank's refusal to pay or settle for a Securities transaction the
Trust has not timely funded as required herein.
7. INSTRUCTIONS. Any instruction given by the Trust to the Bank
pursuant to this Agreement, may, in the Bank's discretion, be written, oral, by
telephone, facsimile or electronic communication including but not limited to
S.W.I.F.T. and tested telex (collectively the "Authorized Means") which the Bank
reasonably believes to be genuine and which is received by the Bank
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at the address listed in Section 21 hereof. Written confirmations, if any, of
oral instructions provided by the Trust shall in no way affect any action taken
by the Bank in reasonable reliance upon the oral instructions. Instructions from
any Authorized Person shall be deemed to be instructions from the Trust for any
purpose herein. The Bank shall not be obligated to act upon, or be liable for
failure to act upon, any instruction or any cancellation or modification of an
instruction received after the Bank's published cut-off time for transactions.
8. DEPOSITORIES AND SUB-CUSTODIANS. Any Securities deposited with
any Depository or with any sub-custodian will be represented in accounts in the
name of the Bank which include only property held by the Bank as custodian for
customers in which the Bank acts in a fiduciary or agency capacity.
Should any Securities which are forwarded to the Bank by the Trust,
and which are subsequently deposited to the Bank's account in any Depository or
with any sub-custodian, or which the Trust may arrange to deposit in the Bank's
account in any Depository or with any sub-custodian, not be deemed acceptable
for deposit by such Depository or sub-custodian, for any reason, and as a result
thereof there is a short position in the account of the Bank with the Depository
for such Security the Trust agrees to furnish the Bank immediately with like
Securities in acceptable form. Further, the Bank is authorized to charge the
Account for any cost to the Bank to replace such Securities, and any replacement
and/or penalty fees imposed by the Depository or sub-custodian.
Should any Securities of the Trust held in any Depository or with any
sub-custodian be called for a partial redemption by the issuer of such
Securities, the Bank is authorized to allot the called portion to the respective
holders in any manner deemed to be fair and equitable in the Bank's judgment.
9. TRUST'S REPRESENTATIONS AND WARRANTIES. The Trust represents and
warrants that:
(i) the Trust is authorized to open the Account and to exercise all
incidents of ownership with respect to the Securities held in the Account;
(ii) the Trust is a Mutual Fund duly authorized and validly existing
under the laws of the Commonwealth of Massachusetts;
(iii) and, the Trust shall comply with Federal Reserve Act Regulations
G, T, U and X as such Regulations apply to its activities under this Agreement.
The Trust further represents and warrants that: (i) it has the legal
right, power and authority to execute, deliver and perform this Agreement and to
carry out all of the transactions
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contemplated hereby; (ii) it has obtained all necessary authorizations; (iii)
the execution, delivery and performance of this Agreement and the carrying out
of any of the transactions contemplated hereby will not be in conflict with,
result in a breach of or constitute a default under any agreement or other
instrument to which the Trust is a party or which is otherwise known to the
Trust; (iv) it does not require the consent or approval of any governmental
agency or instrumentality, except any such consents and approvals which the
Trust has obtained; (v) the execution and delivery of this Agreement by the
Trust will not violate any law, regulation, charter, by-law, order of any court
or governmental agency or judgment applicable to the Trust; and (vi) all persons
executing this Agreement on behalf of the Trust and carrying out the
transactions contemplated hereby on behalf of the Trust are duly authorized to
do so. In the event any of the foregoing representations should become untrue,
incorrect or misleading, the Trust agrees to notify the Bank immediately in
writing thereof.
10. All Securities shall be U.S. dollar-denominated and of U.S.
origin.
11. BANK'S REPRESENTATIONS AND WARRANTIES. The Bank represents and
warrants that: (i) it has the legal right, power and authority to execute,
deliver and perform this Agreement and to carry out all of the transactions
contemplated hereby; (ii) it has obtained all necessary authorizations; (iii)
the execution, delivery and performance of this Agreement and the carrying out
of any of the transactions contemplated hereby will not be in conflict with,
result in a breach of or constitute a default under any agreement or other
instrument to which the Bank is a party or which is otherwise known to the Bank;
(iv) it does not require the consent or approval of any governmental agency or
instrumentality, except any such consents and approvals which the Bank has
obtained; (v) the execution and delivery of this Agreement by the Bank will not
violate any law, regulation, charter, by-law, order of any court or governmental
agency or judgment applicable to the Bank; and (vi) all persons executing this
Agreement on behalf of the Bank and carrying out the transactions contemplated
hereby on behalf of the Bank are duly authorized to do so. In the event that
any of the foregoing representations should become untrue, incorrect or
misleading, the Bank agrees to notify the TRUST immediately in writing thereof.
12. RECORDS. The Bank shall maintain appropriate regular business
records relating to its duties hereunder. The books and records pertaining to
the Trust which are in the possession of the Bank shall be the property of the
Trust. Such books and records shall be prepared and maintained as required by
Rules 31-A-1 and 31-A-2 of the 1940 Act and other applicable securities laws and
rules and regulations. The Trust or its authorized representatives shall have
access to such books and records at all times during the Bank's normal business
hours.
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13. COMPENSATION. The Trust agrees to pay the Bank compensation for
its services hereunder at the fees stated in Exhibit 2 hereto, and the Bank is
authorized to charge the Account for such compensation. All expenses and taxes
payable with respect to the Securities in the Account including, without
limitation, commission charges on purchases and sales and the amount of any loss
or liability for stockholders' assessments or otherwise, claimed or asserted
against the Bank or against the Bank's nominee by reason of any registration
hereunder shall be charged to the Trust.
14. INVESTMENT ADVICE. The Bank shall not supervise, recommend or
advise the Trust relative to the investment, purchase, sale, retention or other
disposition of any property held hereunder unless provided for by separate
written agreement.
15. STANDARD OF CARE. All Securities held by the Bank in the Account
shall be kept with the care exercised as to the Bank's own similar property, but
the Bank assumes entire responsibility for loss of the property occasioned by
reason of the negligence of, or robbery, burglary or theft by, its employees,
agents or sub-custodians. The Bank may at its option insure itself against loss
from any cause but shall be under no obligation to insure for the benefit of the
Trust.
16. BANK'S LIABILITY. The Bank shall be under no duty to take or omit
to take any action with respect to any property held in the Account, except in
accordance with Sections 2 and 4 hereof. The Bank shall have no liability to
the Trust with respect to losses suffered by the Trust in connection with,
arising out of or in any way related to the transactions contemplated and
relationship established by this Agreement, or any act, omission or event
occurring in connection herewith, unless such losses were the direct result of
acts or omissions on the part of the Bank or any of its sub-custodians
constituting negligence or willful misconduct. Notwithstanding anything
contained herein to the contrary, the Bank shall not be responsible for any
expense, loss or damage to the Trust caused from events beyond the reasonable
control of the Bank, including but not limited to such events as war, natural
disaster, civil strife, labor disputes or closure or disruption of any market.
The term "sub-custodian" as used in this Agreement shall not mean or include the
Federal Reserve Bank of New York, The Depository Trust Company, Participants
Trust Company, or any other Depositories or systems for the central handling of
Securities, or equivalent book-based entries in which Securities deposited by
issuers are treated as fungible and may be transferred or pledged exclusively by
bookkeeping entry. The Bank shall have no liability with respect to, and the
Trust hereby waives, releases and agrees not to xxx upon any claims for any
special, speculative, indirect or consequential damages suffered by the Trust in
connection with the transactions contemplated and the relationship established
by this Agreement even if the Bank is advised as to the possibility thereof.
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All payments for which the Bank shall be liable in connection with
this Agreement shall be computed and payable in U.S. Dollars.
17. INDEMNIFICATION. The Trust agrees to indemnify the Bank for, and
hold it harmless from and against, any claim, loss, liability, damage or expense
in connection with, arising out of or in any way related to any action or thing
which the Bank takes, does or omits to do (1) at the request of the Trust, or
(2) upon instructions, except that the Trust shall not be liable for any loss,
liability, damage or expense that is determined to be the direct result of acts
or omissions on the part of the Bank or any of its sub-custodians constituting
negligence or willful misconduct.
18. TAXES. The Trust agrees to pay, indemnify, and hold harmless the
Bank from and against any and all liabilities, penalties, interest or additions
to tax with respect to, or resulting from, any delay in, or failure by, the Bank
(i) to pay, withhold or report any Federal, state or foreign taxes imposed on,
or in respect of, the property held in the Account, or this Agreement, or (ii)
to report interest, dividend or other income paid or credited to the Account,
whether such failure or delay by the Bank to pay, withhold or report tax or
income is a result of the Bank's own acts or omissions, provided, however, the
Trust shall not be liable to the Bank for any penalty or additions to tax due as
a result of the Bank's failure to pay or withhold tax or to report to the
Customer interest, dividend or other income paid or credited to the Account
solely as a result of the Bank's negligent acts or omissions.
19. SUBROGATION. Should the Bank, for any reason, extend its own
funds to the Trust to complete a pending Securities transaction or to reimburse
the Trust in respect of such a transaction in connection with this Agreement,
the Trust agrees to execute and deliver to the Bank, upon the Bank's request,
all contracts, documents, and other papers and information in connection with
such transaction, and to take all other action reasonably requested by the Bank
and necessary to enable the Bank to enforce, in the Bank's own name or in the
name of the Trust, any rights the Trust may have against the Trust's
counterparty.
20. SEGREGATION AND LIEN.
SEGREGATION OF SECURITIES. The Trust's own Securities ("Proprietary
Securities") shall be maintained in a separate Account or Accounts with the Bank
in which the Trust shall maintain only Proprietary Securities (each such Account
a "Proprietary Securities Account"). Any Account which is not clearly designated
by the Trust on the Bank's records as a non Proprietary Securities Account shall
be treated by the Bank as a Proprietary Securities Account holding Proprietary
Securities for all purposes of this Agreement, including this Section 20.
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SECURITIES ACCOUNT. The Trust hereby pledges, assigns and grants to
the Bank a continuing security interest in, and a lien on the Securities and any
Proceeds thereof and any other monies in any Securities Account and any
Securities and Proceeds otherwise in the possession or under the control of the
Bank for credit to such Account, and the Bank shall have all of the rights and
remedies of a secured party under the New York Uniform Commercial Code, as
security for any and all obligations, matured or not matured, absolute or
contingent, now due or hereafter to become due of the Trust to the Bank pursuant
to this Agreement.
SET-OFF. The Bank may, upon notice to the Trust, setoff any sums held
for the Trust or standing to the credit of any of the Trust's cash accounts with
the Bank (other than an account to which the Bank has waived in writing its
right of set-off), in or towards the satisfaction of any obligation of the Trust
to the Bank under this Agreement, whether or not any such sums or credits or
obligations are matured or unmatured direct or indirect, absolute or contingent.
RIGHTS OF THE BANK. Any provision of this Section 20 shall not be
deemed or construed to limit the rights of the Bank pursuant to any other
agreement of the Trust with the Bank.
21. NOTICES. All communications (other than instructions pursuant to
Section 6 hereof) which are to be furnished hereunder to either party, or under
any amendment hereto, shall be sent by mail to the address listed below,
provided that in the event that the Bank, in its sole discretion, shall
determine that an emergency exists, the Bank may use such other means of
communications as the Bank deems advisable.
To the Customer: Xxxxxx Street Funds
-------------------
000 X. Xxxxxxxxxx Xxxx
----------------------
Xxxxx, XX 00000
----------------------
Attn: Legal Department
-----------------------
To the Bank: Chemical Bank
Customer Securities Services
0 Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: (Customer's designated
account administrator)
22. WAIVERS AND AMENDMENTS. This Agreement, and any amendment
hereto, may be amended and the terms and conditions hereof may be waived, only
by a written instrument signed by the Bank and the Trust. References to this
Agreement herein, or in any amendment hereto, shall be to this Agreement, as
amended from time
9
to time. Any waiver shall be effective only in the specific instance and for the
purpose for which given.
23. COUNTERPARTS. This Agreement, and any amendment hereto, may be
executed in several counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.
24. HEADINGS. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
25. TERMINATION. This Agreement shall remain in force until
expressly terminated in a writing specifying a date at least 90 days after the
date of receipt by the non-terminating party, sent by registered mail by either
party to the other. The Trust shall promptly appoint a successor custodian,
which custodian shall be a bank in good standing with the legal capacity to act
as custodian for the Trust. Upon receipt of written instructions from the Trust,
the Bank shall deliver all monies of the Trust it may then be holding hereunder
directly to the successor custodian, shall take all steps necessary to transfer
all certified securities held hereunder to the successor custodian, and shall
further cause the Trust's book-entry securities to be re-registered in the name
of the successor custodian. The Bank shall have the right to withhold an amount
equal to the amount due and owing to the Bank prior to effecting any such
transfer or registration. The Bank shall cease to have any liability to the
Trust or responsibility for any Securities in the Account (other than to
safekeep the Securities) that may remain with the Bank after the termination
date.
26. SURVIVAL. The Trust's and the Bank's rights and obligations
under Section 1 hereof shall survive the termination of this Agreement.
27. ENTIRE AGREEMENT. This Agreement embodies the entire agreement
between the Trust and the Bank relating to the subject matter hereof and
supersedes all prior agreements, representations and understandings, if any,
relating to such subject matter. No other agreement, statement or promise made
by any party to any employee, officer or agent of any party, which is not
contained in this Agreement shall be binding or valid.
28. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the Bank and the Trust and their respective successors
and assigns, except that neither party hereto may transfer or assign this
Agreement or any of its rights or interest hereunder without the prior written
consent of the other party except as provided in Section 36 hereof.
29. SEVERABILITY. In the event that any one or more of the
provisions contained in this Agreement or any amendment
10
hereto, should be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein or therein shall in no way be affected, prejudiced or disturbed thereby.
30. FURTHER ASSURANCES. Each of the parties shall execute such
documents and other papers and take such further actions as may reasonably be
required or desirable to carry out the provisions hereof and the transactions
contemplated hereby.
31. GOVERNING LAW. This Agreement, and any amendments hereto, shall
be governed, construed and interpreted in accordance with the laws of the State
of New York applicable to agreements made and to be performed entirely within
such State.
32. RESERVATION OF RIGHT. The Bank reserves the right not to
accept for deposit to the Account any Security which is in a form or condition
which the Bank, in its sole discretion, determines not to be suitable for the
services it provides under this Agreement.
33. ADDITIONAL ACCOUNTS. If the Bank hereafter is instructed to open
one or more additional custody accounts for the Trust, unless the Bank and the
Trust shall otherwise expressly agree, such accounts shall be governed by the
provisions of this Agreement.
34. ADDITIONAL DUTIES. If the Trust shall ask the Bank to perform any
duties or responsibilities not specifically set forth in this Agreement and the
Bank chooses to perform such additional duties or responsibilities, the Bank
shall be held to the same standard of care and shall be entitled to all the
protective provisions (including but not limited to limitation on liability and
indemnification) set forth herein.
35. MASSACHUSETTS BUSINESS TRUST - LIMITATION OF LIABILITY. A copy of
the Trust's Agreement and Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as trustees and
not individually and that the obligations of this instrument are not binding
upon any of the Trustees, officers or shareholders of the Trust individually,
but binding only the assets and property of the Trust.
36. MERGER. Any corporation or banking association into which the
Bank may be merged or with which the Bank may be consolidated, or any
corporation or banking association resulting from any merger or consolidation to
which the Bank shall be a party, or any corporation or banking association
succeeding to the Bank's business, shall succeed to all its rights, obligations
and immunities hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto,
11
anything herein to the contrary notwithstanding, PROVIDED, HOWEVER, in every
case that said successor corporation or banking institution or association
maintains the qualifications set out in Section 17(f) of the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of this 24th day of October, 1994.
Xxxxxx Street Funds
-------------------
By: /s/ signature appears here
--------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------
Title: Vice President
---------------
Accepted By:
CHEMICAL BANK
By: /s/ signature appears here
--------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
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Annex A
XXXXXX STREET FUNDS
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, a duly elected Assistant Secretary of Xxxxxx Street
Funds, a Massachusetts business trust (the "Trust"), does hereby certify that:
1. The following resolution was adopted at a meeting of the Board of
Trustees of the Trust on August 5, 1994:
VOTED: That Chemical Bank, as custodian to the Trust, is authorized to
act on the written, telephoned or telegraphed instructions of any
one of the following persons, each of whom is authorized to issue
Proper Instructions as defined in the Custody Agreement, provided
that all telephoned or telegraphed instructions are confirmed in
writing:
Any Officer of the Trust
SEI Employees
Xxxx Xxxxxxxxx Xxxx Xxxxx
Xxx XxxxxXxxxx Xxxx XxXxx
Xxxxxxx Xxxxx
Xxxxxxx Xxxxxxx
Employees of First Hawaiian Bank
Xxxxx Xxxxx Xxxxxxxxx Xxxx Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxxx
Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxx Xxxxx Tanralil
Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxx
Employees of Wellington Management Company
Xxxx Xxxxx Xxxxx Xxxxxx Xxxx X'Xxxx
Xxx Xxxxx Xxxx Xxxxx Xxxx Xxx Xxxxx
Xxxxxxx Xxxxxx Xxxxx Xxxxx
Xxxxx Xxxxx Xxxxx Xxxxx
Xxxx Xxxxx Xxxx Xxxxx
Xxxxxxxxx Xxx Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx
Employees of Supervised Service Company
Xxxxxxx Xxxxxxxx Xxxxx X'Xxxx
Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxx
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Xxx XxXxxx Xxxxxx Xxxxxx
Xxxx Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx Xxxxxx
2. The foregoing resolution has not been amended, modified or revoked and
is in full force and effect on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Assistant Secretary's
Certificate as of the 24th day of October, 1994.
/s/ signature appears here
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
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EXHIBIT 1
THE BANK SHALL FURNISH THE FOLLOWING REPORTS TO THE TRUST:
(a) A monthly statement summarizing all transactions and entries for the
Account;
(b) A monthly report of Securities belonging to the Trust showing the market
value at the end of such month;
(c) A monthly report of the cash accounts of the Trust showing disbursements;
and
(d) Special reports, as reasonably requested by the Trust.
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EXHIBIT 2
FEES
The following represents proposed custodian charges for the First Hawaiian
mutual funds:
ASSET FEES
----------
- Asset charges .5 b.p.
TRANSACTION FEES
----------------
- Book Entry $4.50
- Physical $10.00
- PTC $10.00
- Wires $10.00
(incoming/outgoing)
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03 1359* (8-79)
CERTIFICATION OF OFFICERS
September 2, 1994
I, the undersigned, DO HEREBY CERTIFY to Chemical Bank,
________________________________ that the Present Officers of
Xxxxxx Street Funds duly elected to hold office until their
respective successors are chosen, and empowered to act for and on
behalf of this Corporation in any of its business with the said
Bank within the authority prescribed in the resolutions heretofore
certified to the said Bank, are
NAME TITLE
Xxxxx X. Xxx President & Chief
Executive Officer
Xxxxxx X. Xxxxx Treasurer & Assistant
Secretary
Xxxxxx X. Xxxxx Vice President &
Assistant Secretary
Xxxxx X. Xxxxxx Vice President &
Assistant Secretary
Xxxxxx X. Xxxxxxx Vice President &
Assistant Secretary
Xxxxxxx X. Xxxxxxx Vice President &
Assistant Secretary
Xxxxxxx X. Xxxxx Controller & Chief Acct.
Officer
Xxxx X. Xxxxx, Xx. Secretary
Xxxxxxx X. Xxxxxx Assistant Secretary
Xxxxxxxxx Xxxxxxxx Assistant Secretary
Xxxxxxx X. Xxxxx Assistant Secretary
IN WITNESS WHEREOF, I have hereunto set my hand as Secretary and
affixed the Corporate Seal this 2nd day of September, 1994.
SEAL /s/ signature appears here
--------------------------
Assistant Secretary
17
