MUTUAL FUND
CUSTODY AGREEMENT
Dated February 1, 1993
Between
UNITED MISSOURI BANK, n.a.
and
COLONIAL TRUST IV, on behalf of its
COLONIAL SHORT TERM TAX EXEMPT
FUND and COLONIAL INTERMEDIATE
TAX EXEMPT FUND
and
COLONIAL TRUST V, on behalf of its
COLONIAL FLORIDA TAX EXEMPT FUND
Table of Contents
SECTION PAGE
1. Appointment of Custodian 1
2. Definitions 1
(a) Securities 1
(b) Assets 1
(c) Instructions and Special Instructions 1
3. Delivery of Corporate Documents 2
4. Powers and Duties of Custodian and Domestic Subcustodian 3
(a) Safekeeping 3
(b) Manner of Holding Securities 3
(c) Free Delivery of Assets 5
(d) Exchange of Securities 5
(e) Purchases of Assets 5
(f) Sales of Assets 6
(g) Options 6
(h) Futures Contracts 7
(i) Segregated Accounts 8
(j) Depositary 8
(k) Corporate Actions, Put Bonds, Called Bonds, Etc. 8
(1) Interest Bearing Deposits 9
(m) Foreign Exchange Transactions Other than as Principal 9
(n) Pledges or Loans of Securities 10
(o) Stock Dividends, Rights, Etc. 10
(p) Routine Dealings 10
(q) Overdrafts 10
(r) Collections 11
(s) Dividends, Distributions and Redemptions 12
(t) Proceeds from Shares Sold 12
(u) Proxies and Notices; Compliance with the Shareholders
Communication Act of 1985 12
(v) Books and Records 12
(w) Opinion of Fund's Independent Certified Public
Accountants 13
(x) Reports by Independent Certified Public Accountants 13
(y) Bills and Others Disbursements 13
5. Subcustodians 13
(a) Domestic Subcustodians 13
(b) Foreign Subcustodians 14
(c) Interim Subcustodians 15
(d) Special Subcustodians 15
(e) Supervision of Subcustodians 15
(g) Certification Regarding Foreign Subcustodians 16
6. Standard of Care 16
(a) General Standard of Care 16
(b) Actions Prohibited by Applicable Law, Events Beyond
Custodian's Control, War, Sovereign Risk, Etc. 16
(c) Mitigation by Custodian 17
(d) Liability for Past Records 17
(e) Advice of Counsel 17
(f) Advice of the Fund and Others 17
(g) Instructions Appearing to be Genuine 17
(h) Exceptions from Liability 18
7. Liability of the Custodian for Actions of Others 18
(a) Domestic Subcustodians 18
(b) Liability for Acts and Omissions of Foreign
Subcustodians 18
(c) Interim Subcustodians, Special Subcustodians,
Securities Systems, Securities Depositories and
Clearing Agencies 18
(d) Defaults or Insolvencies of Brokers, Banks, Etc. 19
(e) Reimbursement of Expenses 19
8. Indemnification 19
(a) Indemnification by Fund 19
(b) Indemnification by Custodian 19
9. Compensation 20
10. Termination and Assignment 20
11. Notices 20
12. Miscellaneous 20
CUSTODY AGREEMENT
This agreement made as of this lst day of February, 1993, between United
Missouri Bank, N.A., a national banking association with its principal place of
business located at Kansas City, Missouri (hereinafter "Custodian"), and each of
the Massachusetts business trusts on behalf of each of the mutual funds listed
on the cover page hereof, together with such additional mutual funds as shall be
made a party to this Agreement by the execution of a separate signature page
hereto, each of which said trusts and mutual funds are located in Boston,
Massachusetts. This document evidences a separate Agreement between the
Custodian and each such trust on behalf of each such mutual fund (hereinafter
"Fund").
WITNESSETH:
WHEREAS, each Fund desires to appoint Custodian as its custodian for the
custody of Assets (as hereinafter defined) owned by each such Fund, which Assets
are to be held in such accounts as each such Fund may establish from time to
time; and
WHEREAS, Custodian is willing to accept such appointment on the
terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto, intending to be legally bound, mutually covenant and agree
as follows:
1. APPOINTMENT OF CUSTODIAN.
----------------------------
Each Fund hereby constitutes and appoints the Custodian as custodian of
Assets belonging to each such Fund which have been or may be from time to time
deposited with the Custodian. Custodian accepts such appointment as a custodian
and agrees to perform the duties and responsibilities of Custodian as set forth
herein on the conditions set forth herein.
2. DEFINITIONS.
---------------
For purposes of this Agreement, the following terms shall have the
meanings so indicated:
(a) "Security" or "Securities" shall mean stocks, bonds, bills, rights,
scrip, warrants, interim certificates and all negotiable or nonnegotiable paper
commonly known as securities and other instruments or obligations.
(b) "Assets" shall mean Securities and monies held by the Custodian
for the benefit of a Fund.
(c)(1) "Instructions", as used herein, shall mean: (i) a tested telex, a
written (including, without limitation, facsimile transmission) request,
direction, instruction or certification signed or initialed by or on behalf of a
Fund by any two Authorized Persons; (ii) a telephonic or other oral
communication from an Authorized Person; or (iii) a communication effected
directly between an electromechanical or electronic device or system (including,
without limitation, computers) on behalf of a Fund. Instructions in the form of
oral communications shall be confirmed by two Authorized Persons on behalf of
the appropriate Fund by tested telex or in writing in the manner set forth in
clause (i) above, but the lack of such confirmation shall in no way affect any
action taken by the Custodian in reliance -upon such oral Instructions prior to
the Custodian's receipt of such confirmation, provided that the Custodian
reasonably believed such oral Instructions to have been given by an Authorized
Person. Each Fund and the Custodian are hereby authorized to record any and all
telephonic or other oral Instructions communicated to the Custodian.
(2) "Special Instructions", as used herein, shall mean Instructions that
have been signed by one Authorized Person, and that have been countersigned or
confirmed in writing by the Treasurer of the appropriate Fund or any other
person designated by the Treasurer of such Fund in writing as having authority
to countersign or confirm Special Instructions.
(3) Instructions and Special Instructions shall be delivered to the
Custodian at the address and/or telephone, facsimile transmission or telex
number agreed upon from time to time by the Custodian and each Fund.
(4) Where appropriate, Instructions and Special Instructions shall be
continuing instructions.
3. DELIVERY OF CORPORATE DOCUMENTS.
-----------------------------------
Each of the parties to this Agreement represents that its execution does not
violate any of the provisions of its respective charter, articles of
incorporation, articles of association or bylaws and all required corporate
action to authorize the execution and delivery of this Agreement has been taken.
Each Fund has delivered or will deliver to the Custodian, copies of a
Resolution of its Board of Directors or Trustees and all amendments or
supplements thereto, properly certified or authenticated, and a certificate of
the Treasurer, the Secretary or any Assistant Secretary of Colonial Management
Associates, Inc. ("Colonial") designating certain officers or employees of each
such Fund or of Colonial who will have continuing authority to certify to the
Custodian: (a) the names, titles, signatures and scope of authority of all
persons authorized to give Instructions or any other notice, request, direction,
instruction, certificate or instrument on behalf of each such Fund, and (b) the
names, titles and signatures of those persons authorized to countersign or
confirm Special Instructions on behalf of each such Fund (in both cases
collectively, the "Authorized Persons" and individually, an "Authorized
Person"). Such Resolutions and certificates may be accepted and relied upon by
the Custodian as conclusive evidence of the facts set forth therein and shall be
considered to be in full force and effect until delivery to the Custodian of a
similar Resolution or certificate to the contrary. Upon delivery of a
certificate which deletes or does not include the name(s) of a person previously
authorized to give Instructions or to countersign or confirm Special
Instructions, such persons shall no longer be considered an Authorized Person
authorized to give Instructions or to countersign or confirm Special
Instructions. Unless the certificate specifically requires that the approval of
anyone else will first have been obtained, the Custodian will be under no
obligation to inquire into the right of the person giving such Instructions or
Special Instructions to do so. Notwithstanding any of the foregoing, no
Instructions or Special Instructions received by the Custodian from a Fund will
be deemed to authorize or permit any director, trustee, officer, employee, or
agent of such Fund or of Colonial to withdraw any of the Assets of such Fund
upon the mere receipt of such authorization, Special Instructions or
Instructions from such director, trustee, officer, employee or agent.
4. POWERS AND DUTIES OF CUSTODIAN AND DOMESTIC SUBCUSTODIAN.
------------------------------------------------------------
Except for Assets held by any Subcustodian appointed pursuant to Sections
5(b), (c), or (d) of this Agreement, the Custodian shall have and perform the
powers and duties hereinafter set forth in this Section 4. For purposes of this
Section 4 all references to powers and duties of the "Custodian" shall also
refer to any Domestic Subcustodian appointed pursuant to Section 5(a).
(a) Safekeeping.
----------------
The Custodian will keep safely the Assets of each Fund which are delivered
to it from time to time.
(b) Manner of Holding Securities.
---------------------------------
(1) The Custodian shall at all times hold Securities of a Fund either:
(i) by physical possession of the share certificates or other instruments
representing such Securities in registered or bearer form; or (ii) in book-entry
form by a Securities System (as hereinafter defined) in accordance with the
provisions of sub-paragraph (3) below.
(2)The Custodian may hold registrable portfolio Securities which have
been delivered to it in physical form, by registering the same in the name of a
Fund or its nominee, or in the name of the Custodian or its nominee. Upon the
receipt of Instructions to such effect, the Custodian shall hold such Securities
in street certificate form, so called, with or without any indication of
fiduciary capacity. However, unless it receives Instructions to the contrary,
the Custodian will register all such portfolio Securities in the name of the
Custodian's authorized nominee. All such Securities shall be held in an account
of the Custodian containing only assets of such Fund or only assets held by the
Custodian as a fiduciary, provided that the records of the Custodian shall
indicate at all times the Fund or other customer for which such Securities are
held in such accounts and the respective interests therein. The Custodian shall
not be liable to a Fund for any loss, damage or expense suffered or incurred by
such Fund in connection with Securities which, pursuant to Instructions, are
held in the name of such Fund or its nominee unless such loss, damage or expense
is caused by, or results from, the negligence, misfeasance or misconduct of the
Custodian.
(3)The Custodian may deposit and/or maintain domestic Securities owned
by a Fund in, and each Fund hereby approves use of: (a) The Depository Trust
Company; (b) The Participants Trust Company; and (c) any book-entry system as
provided in (i) Subpart 0 of Treasury Circular Xx. 000, 00 XXX 306.115, (ii)
Subpart B of Treasury Circular Public Debt Series Xx. 00-00, 00 XXX 350.2, or
(iii) the book-entry regulations of federal agencies substantially in the form
of 31 CFR 306.115. Upon the receipt of Special Instructions, the Custodian may
deposit and/or maintain domestic securities owned by a Fund in any other
domestic clearing agency registered with the Securities and Exchange Commission
("SEC") under Section 17A of the Securities Exchange Act of 1934 (or as may
otherwise be authorized by the SEC to serve in the capacity of depository or
clearing agent for the securities or other assets of investment companies) which
acts as a securities depository. Each of the foregoing shall be referred to in
this Agreement as a "Securities System", and all such Securities Systems shall
be listed on the attached Appendix A. Use of a Securities System shall be in
accordance with applicable Federal Reserve Board and SEC rules and regulations,
if any, and subject to the following provisions:
(i)The Custodian may deposit the Securities directly or through one or more
agents or Subcustodians which are also qualified to act as custodians for
investment companies.
(ii)The Custodian shall deposit and/or maintain the Securities in a
Securities System, provided that such Securities are represented in an
account ("Account") of the Custodian in the Securities System that
includes only assets held by the Custodian as a fiduciary, custodian or
otherwise for customers.
(iii)The books and records of the Custodian shall at all times identify
those Securities belonging to a Fund which are maintained in a
Securities System.
(iv) The Custodian shall pay for Securities purchased for the account of
a Fund only upon (a) receipt of advice from the Securities System
that such Securities have been transferred to the Account of the
Custodian in accordance with the rules of the Securities System, and
(b) the making of an entry on the records of the Custodian to reflect
such payment and transfer for the account of such Fund. The Custodian
shall transfer Securities sold for the account of a Fund only upon
(a) receipt of advice from the Securities System that payment for
such Securities has been transferred to the Account of the
Custodian in accordance with the rules of the Securities System,
and (b) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of such Fund.
Copies of all advices from the Securities System relating to
transfers of Securities for the account of a Fund shall identify the
Fund, and shall be maintained for such Fund by the Custodian. The
Custodian shall deliver to each Fund on the next succeeding business
day daily transaction reports which shall include each day's
transactions in the Securities System for the account of such Fund.
Such transaction reports shall be delivered to such Fund or any agent
designated by such Fund pursuant to Instructions, by computer
or in such other manner as such Fund and Custodian may agree.
(v) The Custodian shall, if requested by a Fund pursuant to
Instructions, provide such Fund with reports obtained by the
Custodian or any Subcustodian with respect to a Securities System's
accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System.
(vi) Upon receipt of Special Instructions, the Custodian shall
terminate the use of any Securities System on behalf of a Fund
as promptly as practicable and shall take all actions reasonably
practicable to safeguard the securities of such Fund maintained with
such Securities System.
(c) Free Delivery of Assets.
----------------------------
Notwithstanding any other provision of this Agreement and except as
provided in Section 3 hereof, the Custodian, upon receipt of Special
Instructions, will undertake to make free delivery of Assets, provided such
Assets are on hand and available, in connection with a Fund's transactions and
to transfer such Assets to such broker, dealer, Subcustodian, bank, agent,
Securities System or otherwise as specified in such Special Instructions.
(d) Exchange of Securities.
---------------------------
Upon receipt of Instructions, the Custodian will exchange portfolio
Securities held by it for a Fund for other securities or cash paid in connection
with any reorganization, recapitalization, merger, consolidation, or conversion
of convertible securities, and will deposit any such Securities in accordance
with the terms of any reorganization or protective plan.
Without Instructions, the Custodian is authorized to exchange Securities
held by it in temporary form for Securities in definitive form, to surrender
Securities for transfer into a name or nominee name as permitted in Section
4(b)(2), to effect an exchange of shares in a stock split or when the par value
of the stock is changed, to sell any fractional shares, and, upon receiving
payment therefor, to surrender bonds or other securities held by it at maturity
or call.
(e) Purchases of Assets.
--------------------------
(1) Securities Purchases. In accordance with Instructions, the
Custodian shall, with respect to a purchase of Securities, pay for such
Securities out of monies held for the Fund's account for which the purchase was
made, but only insofar as monies are available therein for such purpose, and
receive the portfolio Securities so purchased. Such payment will be made only
upon receipt of Securities by the Custodian, a clearing corporation of a
national securities exchange of which the Custodian is a member, or a Securities
System in accordance with the provisions of Section 4(b)(3) hereof.
Notwithstanding the foregoing, upon receipt of Instructions: (i) in connection
with a repurchase agreement, the Custodian may release funds to a Securities
System prior to the receipt of advice from the Securities System that the
Securities underlying such repurchase agreement have been transferred by
book-entry into the Account maintained with such Securities System by the
Custodian, provided that the Custodian's instructions to the Securities System
require that the Securities System may make payment of such funds to the other
party to the repurchase agreement only upon transfer by book-entry of the
securities underlying the repurchase agreement into such Account; and (ii) in
the case of Interest Bearing Deposits, currency deposits, and other deposits,
foreign exchange transactions, futures contracts or options, pursuant to
Sections 4(g), 4(h), 4(l), and 4(m) hereof, the Custodian may make payment
therefor before receipt of an advice of transaction.
(2) Other Assets Purchased. Upon receipt of Instructions and except
as otherwise provided herein, the Custodian shall pay for and receive other
Assets for the account of a Fund as provided in Instructions.
(f) Sales of Assets.
(1) Securities Sold. In accordance with Instructions, the Custodian will,
with respect to a sale, deliver or cause to be delivered the Securities thus
designated as sold to the broker or other person specified in the Instructions
relating to such sale, such delivery to be made only upon receipt of payment
therefor in the form of: (a) cash, certified check, bank cashier's check, bank
credit, or bank wire transfer; (b) credit to the account of the Custodian with a
clearing corporation of a national securities exchange of which the Custodian is
a member; or (c) credit to the Account of the Custodian with a Securities
System, in accordance with the provisions of Section 4(b)(3) hereof.
Notwithstanding the foregoing, Securities held in physical form may be delivered
and paid for in accordance with "street delivery custom" to a broker or its
clearing agent, against delivery to the Custodian of a receipt for such
Securities, provided that the Custodian shall have taken reasonable steps to
ensure prompt collection of the payment for, or return of, such Securities by
the broker or its clearing agent, and provided further that the Custodian shall
not be responsible for the selection of or the failure or inability to perform
of such broker or its clearing agent.
(2) Other Assets Sold. Upon receipt of Instructions and except as
otherwise provided herein, the Custodian shall receive payment for and deliver
other Assets for the account of a Fund as provided in Instructions.
(g)Options.
(1) Upon receipt of Instructions relating to the purchase of an option
or sale of a covered call option, the Custodian shall: (a) receive and retain
confirmations or other documents, if any, evidencing the purchase or writing of
the option by a Fund; (b) if the transaction involves the sale of a covered call
option, deposit and maintain in a segregated account the Securities (either
physically or by book-entry in a Securities System) subject to the covered call
option written on behalf of such Fund; and (c) pay, release and/or transfer such
Securities, cash or other Assets in accordance with any notices or other
communications evidencing the expiration, termination or exercise of such
options which are furnished to the Custodian by the Options Clearing Corporation
(the "OCC"), the Securities or Options Exchanges on which such options were
traded, or such other organization as may be responsible for handling such
option transactions.
(2) Upon receipt of Instructions relating to the sale of a naked option
(including stock index and commodity options), the Custodian, the appropriate
Fund and the broker-dealer shall enter into an agreement to comply with the
rules of the OCC or of any registered national securities exchange or similar
organizations(s). Pursuant to that agreement and such Fund's Instructions, the
Custodian shall: (a) receive and retain confirmations or other documents, if
any, evidencing the writing of the option; (b) deposit and maintain in a
segregated account, Securities (either physically or by book-entry in a
Securities System), cash and/or other Assets; and (c) pay, release and/or
transfer such Securities, cash or other Assets in accordance with any such
agreement and with any notices or other communications evidencing the
expiration, termination or exercise of such option which are furnished to the
Custodian by the OCC, the Securities or Options Exchanges on which such options
were traded, or such other organization as may be responsible for handling such
option transactions. Such Fund and the broker-dealer shall be responsible for
determining the quality and quantity of assets held in any segregated account
established in compliance with applicable margin maintenance requirements and
the performance of other terms of any option contract.
(h) Futures Contracts.
----------------------
Upon receipt of Instructions, the Custodian shall enter into a futures
margin procedural agreement among the appropriate Fund, the Custodian and the
designated futures commission merchant (a "Procedural Agreement"). Under the
Procedural Agreement the Custodian shall: (a) receive and retain confirmations,
if any, evidencing the purchase or sale of a futures contract or an option on a
futures contract by such Fund; (b) deposit and maintain in a segregated account
cash, Securities and/or other Assets designated as initial, maintenance or
variation "margin" deposits intended to secure such Fund's performance of its
obligations under any futures contracts purchased or sold, or any options on
futures contracts written by such Fund, in accordance with the provisions of any
Procedural Agreement designed to comply with the provisions of the Commodity
Futures Trading Commission and/or any commodity exchange or contract market
(such as the Chicago Board of Trade), or any similar organization(s), regarding
such margin deposits; and (c) release Assets from and/or transfer Assets into
such margin accounts only in accordance with any such Procedural Agreements.
Such Fund and such futures commission merchant shall be responsible for
determining the type and amount of Assets held in the segregated account or paid
to the broker-dealer in compliance with applicable margin maintenance
requirements and the performance of any futures contract or option on a futures
contract in accordance with its terms.
(i) Segregated Accounts.
------------------------
Upon receipt of Instructions, the Custodian shall establish and maintain
on its books a segregated account or accounts for and on behalf of a Fund, into
which account or accounts may be transferred Assets of such Fund, including
Securities maintained by the Custodian in a Securities System pursuant to
Paragraph (b)(3) of this Section 4, said account or accounts to be maintained
(i) for the purposes set forth in Sections 4(g), 4(h) and 4(n) and (ii) for the
purpose of compliance by such Fund with the procedures required by the SEC
Investment Company Act Release Number 10666 or any subsequent release or
releases relating to the maintenance of segregated accounts by registered
investment companies, or (iii) for such other purposes as may be set forth, from
time to time, in Special Instructions. The Custodian shall not be responsible
for the determination of the type or amount of Assets to be held in any
segregated account referred to in this paragraph.
(j) Depositary Receipts.
------------------------
Upon receipt of Instructions, the Custodian, on behalf of a Fund, shall
surrender or cause to be surrendered Securities to the depositary used for such
Securities by an issuer of American Depositary Receipts or International
Depositary Receipts (hereinafter referred to, collectively, as "ADRs"), against
a written receipt therefor adequately describing such Securities and written
evidence satisfactory to the organization surrendering the same that the
depositary has acknowledged receipt of instructions to issue ADRs with respect
to such Securities in the name of the Custodian or a nominee of the Custodian,
for delivery in accordance with such instructions.
Upon receipt of Instructions, the Custodian shall surrender or cause to be
surrendered ADRs to the issuer thereof, against a written receipt therefor
adequately describing the ADRs surrendered and written evidence satisfactory to
the organization surrendering the same that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository to deliver the
Securities underlying such ADRs in accordance with such instructions.
(k) Corporate Actions, Put Bonds Called Bonds, Etc.
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Upon receipt of Instructions, the Custodian shall: (a) deliver warrants,
puts, calls, rights or similar securities to the issuer or trustee thereof (or
to the agent of such issuer or trustee) for the purpose of exercise or sale,
provided that the new securities, cash or other Assets, if any, acquired as a
result of such actions are to be delivered to the Custodian; and (b) deposit
securities upon invitations for tenders thereof, provided that the consideration
for such securities is to be paid or delivered to the Custodian, or the tendered
securities are to be returned to the Custodian.
Notwithstanding any provision of this Agreement to the contrary, the
Custodian shall take all necessary action, unless otherwise directed to the
contrary in Instructions, to comply with the terms of all mandatory or
compulsory exchanges, calls, tenders, redemptions, or similar rights of security
ownership, and shall promptly notify the appropriate Fund of such action in
writing by facsimile transmission or in such other manner as such Fund and
Custodian may agree in writing.
(1) Interest Bearing Deposits.
------------------------------
Upon receipt of Instructions directing the Custodian to purchase interest
bearing fixed term and call deposits (hereinafter referred to, collectively, as
"Interest Bearing Deposits") for the account of a Fund, the Custodian shall
purchase such Interest Bearing Deposits in the name of such Fund with such banks
or trust companies, including the Custodian, any Subcustodian or any subsidiary
or affiliate of the Custodian (hereinafter referred to as "Banking
Institutions"), and in such amounts as such Fund may direct pursuant to
Instructions. Such Interest Bearing Deposits may be denominated in U.S. Dollars
or other currencies, as such Fund may determine and direct pursuant to
Instructions. The responsibilities of the Custodian to a Fund for Interest
Bearing Deposits issued by the Custodian shall be that of a U.S. bank for a
similar deposit. With respect to Interest Bearing Deposits other than those
issued by the Custodian, (a) the Custodian shall be responsible for the
collection of income and the transmission of cash to and from such accounts; and
(b) the Custodian shall have no duty with respect to the selection of the
Banking Institution or for the failure of such Banking Institution to pay upon
demand.
(m) Foreign Exchange Transactions Other than as Principal.
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(1) Upon receipt of Instructions, the Custodian shall settle foreign
exchange contracts or options to purchase and sell foreign currencies for spot
and future delivery on behalf of and for the account of a Fund with such
currency brokers or Banking Institutions as such Fund may determine and direct
pursuant to Instructions. Such Fund accepts full responsibility for its use of
third party foreign exchange brokers and for execution of said foreign exchange
contracts and understands that such Fund shall be responsible for any and all
costs and interest charges which may be incurred as a result of the failure or
delay of its third party broker to deliver foreign exchange. Notwithstanding the
foregoing, the Custodian shall be responsible for the transmission of cash and
instructions to and from the currency broker or Banking Institution with which
the contract or option is made, and the safekeeping of all certificates and
other documents and agreements evidencing or relating to such foreign exchange
transaction. The Custodian shall have no duty with respect to the selection of
the currency brokers or Banking Institutions with which any such Fund deals or,
so long as the Custodian acts in accordance with Instructions, for the failure
of such brokers or Banking Institutions to comply with the terms of any contract
or option.
(2) Notwithstanding anything to the contrary contained herein, upon
receipt of Instructions the Custodian may, in connection with a foreign exchange
contract, make free outgoing payments of cash in the form of U.S. Dollars or
foreign currency prior to receipt of confirmation of such foreign exchange
contract or confirmation that the countervalue currency completing such contract
has been delivered or received.
(n) Pledges or Loans of Securities.
(1) Upon receipt of Instructions from a Fund, the Custodian will
release or cause to be released Securities held in custody to the pledgees
designated in such Instructions by way of pledge or hypothecation to secure
loans incurred by such Fund with various lenders including but not limited to
United Missouri Bank, N.A.; provided, however, that the Securities shall be
released only upon payment to the Custodian of the monies borrowed, except that
in cases where additional collateral is required to secure existing borrowings,
further Securities may be released or delivered, or caused to be released or
delivered for that purpose upon receipt of Instructions. Upon receipt of
Instructions, the Custodian will pay, but only from funds available for such
purpose, any such loan upon re-delivery to it of the Securities pledged or
hypothecated therefor and upon surrender of the note or notes evidencing such
loan. In lieu of delivering collateral to a pledgee, the Custodian, on the
receipt of Instructions, shall transfer the pledged Securities to a segregated
account for the benefit of the pledgee.
(2) Upon receipt of Instructions, the Custodian will release
Securities held in custody to the borrower designated in such Instructions and
may, pursuant to such Instructions, deliver such Securities prior to the receipt
of collateral, if any, for such borrowing; provided that, in case of loans of
Securities held by a Securities System that are secured by cash collateral, the
Custodian's instructions to the Securities System shall require that the
Securities System deliver the Securities of the appropriate Fund to the borrower
thereof only upon receipt of the collateral for such borrowing. The Custodian
shall retain on such Fund's behalf the right to and shall collect any dividends,
interest or distribution on such loaned Securities. Upon receipt of Instructions
and the loaned Securities, the Custodian will release the collateral to the
borrower.
(o) Stock Dividends, Rights, Etc.
---------------------------------
The Custodian shall receive and collect all stock dividends, rights, and
other items of like nature and, upon receipt of Instructions, take action with
respect to the same as directed in such Instructions.
(p) Routine Dealings.
---------------------
The Custodian will, in general, attend to all routine and mechanical
matters in accordance with industry standards in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings with Securities or
other property of each Fund except as may be otherwise provided in this
Agreement or directed from time to time by Instructions from a Fund. The
Custodian may also make payments to itself or others from the Assets for
reasonable and customary disbursements and out-of-pocket expenses incidental to
handling Securities or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to the
appropriate Fund.
(q) Overdrafts.
---------------
Each Fund acknowledges that due to the timing of purchases and sales of
securities and the receipt and disbursement of funds, there may, from time to
time, exist overdrafts in its cash position with the Custodian. Each Fund hereby
grants to United Missouri Bank, N.A. a right of set-off in any deposits and
security positions which may be held by the Custodian hereunder (except for
Assets held in segregated sub-accounts established under the provisions of
paragraph (i) of this Section 4) to cover such overdrafts as may exist from time
to time; provided, however, that such right of set-off shall be limited to
thirty-three percent (33%) of each such Fund's total assets (or such lesser
amount as is permitted by each such Fund's investment policies and restrictions
in effect from time to time). Each Fund agrees to provide no less than thirty
(30) days advance written notification to the Custodian of any change in its
investment policies and restrictions that creates a reduction in the percentage
of each such Fund's total assets that may be pledged or subject to a right of
set-off.
(r) Collections.
----------------
The Custodian shall exercise reasonable care and diligence to (a)
collect amounts due and payable to each such Fund with respect to portfolio
securities and other Assets; (b) promptly credit to the account of each such
Fund all income and other payments relating to portfolio securities and other
Assets held by the Custodian hereunder upon Custodian's receipt of such income
or payments or as otherwise agreed in writing by the Custodian and each such
Fund; (c) promptly endorse and deliver any instruments required to effect such
collection; and (d) promptly execute ownership and other certificates and
affidavits for all federal, state, local and foreign tax purposes in connection
with receipt of income or other payments with respect to portfolio securities
and other Assets, or in connection with the transfer of such securities or other
Assets; provided, however, that with respect to portfolio securities registered
in so-called street name, or physical securities with variable interest rates,
the Custodian shall use its best efforts to collect amounts due and payable to
each such Fund. The Custodian shall promptly notify a Fund in writing by
facsimile transmission or in such other manner as such Fund and Custodian may
agree in writing if any amount payable with respect to portfolio securities or
other Assets of such Fund is not received by the Custodian when due. In the
event the Custodian has not exercised reasonable care and diligence, it shall
advance to the appropriate Fund any amounts with respect to which reasonable
care and diligence was not exercised.
With respect to the collection of amounts due and payable on foreign
securities and of foreign tax reclaims, reasonable care and diligence shall
include: the pursuit of past due items or the filing of tax reclaim
documentation within five (5) business days of the day on which the payment
became due or the day on which the payment giving rise to the tax reclaim was
made, as the case may be; maintaining detailed records of actions taken in
connection with such collections and/reclaims; setting an expected receipt date
based on collection experience and country practice; inquiring as to status at
least weekly; and individual supervisory review of items more than fifteen (15)
business days past the expected receipt date.
The Custodian shall not be responsible for the collection of amounts
due and payable with respect to portfolio securities or other Assets that are in
default.
(s) Dividends, Distributions and Redemptions.
---------------------------------------------
To enable each Fund to pay dividends or other distributions to
shareholders of each such Fund and to make payment to shareholders who have
requested repurchase or redemption of their shares of each such Fund
(collectively, the "Shares"), the Custodian shall promptly release cash or
securities. In the case of cash, the Custodian shall, upon the receipt of
Instructions, transfer such funds by check or wire transfer to any account at
any bank or trust company designated by such Fund in such Instructions. In the
case of securities, the Custodian shall, upon the receipt of Special
Instructions, make such transfer to any entity or account designated by such
Fund in such Special Instructions.
(t) Proceeds from Shares Sold.
------------------------------
The Custodian shall receive funds representing cash payments received
for Shares issued or sold from time to time by each Fund, and shall promptly
credit such funds to the account of the appropriate Fund. The Custodian shall
promptly notify the appropriate Fund of Custodian's receipt of cash in payment
for Shares issued by such Fund by facsimile transmission or in such other manner
as the Fund and the Custodian shall agree. Upon receipt of Instructions, the
Custodian shall: (a) make available to a Fund all federal funds received by the
Custodian in payment for Shares as may be set forth in such Instructions and at
a time agreed upon between the Custodian and such Fund; and (b) make federal
funds available to a Fund as of specified times agreed upon from time to time by
such Fund and such Custodian, in the amount of checks received in payment for
Shares which are deposited to the accounts of such Fund.
(u) Proxies and Notices: Compliance with the Shareholders Communication
--------------------------------------------------------------------------
Act of 1985
-----------
The Custodian shall deliver or cause to be delivered to the appropriate
Fund all forms of proxies, all notices of meetings, and any other notices or
announcements affecting or relating to securities owned by such Fund that are
received by the Custodian, any Subcustodian, or any nominee of either of them,
and, upon receipt of Instructions, the Custodian shall execute and deliver, or
cause such Subcustodian or nominee to execute and deliver, such proxies or other
authorizations as may be required. Except as directed pursuant to Instructions,
neither the Custodian nor any Subcustodian or nominee shall vote upon any such
securities, or execute any proxy to vote thereon, or give any consent or take
any other action with respect thereto.
The Custodian will not release the identity of a Fund to an issuer which
requests such information pursuant to the Shareholder Communications Act of 1985
for the specific purpose of direct communications between such issuer and the
Fund unless such Fund directs the Custodian otherwise in writing.
(v) Books and Records.
----------------------
The Custodian shall maintain such records relating to its activities
under this Agreement as are required to be maintained by Rule 31a-l under the
Investment Company Act of 1940 ("xxx 0000 Xxx") and to preserve them for the
periods prescribed in Rule 31a-2 under the 1940 Act. These records shall be
open for inspection by duly authorized officers, employees or agents (including
independent public accountants) of each such Fund during normal business hours
of the Custodian.
The Custodian shall provide accountings relating to its activities under this
Agreement as shall be agreed upon by each Fund and the Custodian.
(w) Opinion of Fund's Independent Certified Public Accountants.
---------------------------------------------------------------
The Custodian shall take all reasonable action as each Fund may request
to obtain from year to year favorable opinions from each such Fund's independent
certified public accountants with respect to the Custodian's activities
hereunder and in connection with the preparation of each such Fund's periodic
reports to the SEC and with respect to any other requirements of the SEC.
(x) Reports by Independent Certified Public Accountants.
--------------------------------------------------------
At the request of a Fund, the Custodian shall deliver to such Fund a
written report prepared by the Custodian's independent certified public
accountants with respect to the services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting system,
internal accounting control and procedures for safeguarding cash, securities and
other Assets, including cash, Securities and other Assets deposited and/or
maintained in a Securities System or with a Subcustodian. Such report shall be
of sufficient scope and in sufficient detail as may reasonably be required by
such Fund and as may reasonably be obtained by the Custodian.
(y) Bills and Other Disbursements.
----------------------------------
Upon receipt of Instructions, the Custodian shall pay, or cause to be paid, all
bills, statements, or other obligations of a Fund.
5. SUBCUSTODIANS.
-----------------
From time to time, in accordance with the relevant provisions of this
Agreement, the Custodian may appoint one or more Domestic Subcustodians, Foreign
Subcustodians, Special Subcustodians, or Interim Subcustodians (as each are
hereinafter defined) to act on behalf of a Fund. A Domestic Subcustodian, in
accordance with the provisions of this Agreement, may also appoint a Foreign
Subcustodian, Special Subcustodian, or Interim Subcustodian to act on behalf of
a Fund. For purposes of this Agreement, all Domestic Subcustodians, Foreign
Subcustodians, Special Subcustodians and Interim Subcustodians shall be referred
to collectively as "Subcustodians".
(a) Domestic Subcustodians.
---------------------------
The Custodian may, at any time and from time to time, appoint any bank
as defined in Section 2(a)(5) of the 1940 Act or any trust company or other
entity, any of which meet the requirements of a custodian under Section 17(f) of
the 1940 Act and the rules and regulations thereunder, to act for the Custodian
on behalf of a Fund as a subcustodian for purposes of holding Assets of such
Fund and performing other functions of the Custodian within the United States (a
"Domestic Subcustodian"); provided, that the Custodian shall notify such Fund in
writing of the identity and qualifications of any proposed Domestic Subcustodian
at least sixty (60) days prior to the desired appointment of such Domestic
Subcustodian, and provided further that such Fund will notify the Custodian in
writing of approval or disapproval of the appointment of the proposed Domestic
Subcustodian; and that the Custodian's appointment of any such Domestic
Subcustodian shall not be effective without such prior written approval of such
Fund. Each such duly approved Domestic Subcustodian shall be listed on Appendix
"A" attached hereto, as it may be amended, from time to time.
(b) Foreign Subcustodians.
--------------------------
The Custodian may at any time appoint, or cause a Domestic Subcustodian to
appoint, any bank, trust company or other entity meeting the requirements of an
"eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules
and regulations thereunder to act for the Custodian on behalf of a Fund as a
subcustodian or sub-subcustodian for purposes of holding Assets of such Fund and
performing other functions of the Custodian in countries other than the United
States of America (hereinafter referred to as a "Foreign Subcustodian" in the
context of either a subcustodian or a sub-subcustodian); provided, that, prior
to the appointment or approval of any Foreign Subcustodian the Custodian shall,
or shall cause the Domestic Subcustodian to, notify such Fund, in writing, of
the identity and qualifications of the proposed Foreign Subcustodian and make a
copy of the proposed subcustodian agreement available to such Fund at least
sixty (60) days prior to the desired appointment; and provided further that the
Custodian shall have obtained written confirmation from such Fund of the
approval of the Board of Directors or other governing body of such Fund (which
approval may be withheld in the sole discretion of such Board of Directors or
other governing body or entity) with respect to (i) the identity and
qualifications of any proposed Foreign Subcustodian, and (ii) the country or
countries in which, and the securities depositories or clearing agencies
(hereinafter "Securities Depositories and Clearing Agencies"), if any, through
which, any proposed Foreign Subcustodian is authorized to hold Securities and
other Assets of such Fund, and (iii) the form and terms of the subcustodian
agreement to be entered into with such proposed Foreign Subcustodian. Each such
duly approved Foreign Subcustodian and the countries where and the Securities
Depositories and Clearing Agencies through which they may hold Securities and
other Assets of the Fund shall be listed on Appendix "A" attached hereto, as it
may be amended, from time to time. Each Fund shall be responsible for informing
the Custodian sufficiently in advance of a proposed investment which is to be
held in a country in which no Foreign Subcustodian is authorized to act, in
order that there shall be sufficient time for the Custodian, or any Domestic
Subcustodian, to effect the appropriate arrangements with a proposed Foreign
Subcustodian, including obtaining approval as provided in this Section 5(b). In
connection with the appointment of any Foreign Subcustodian, the Custodian
shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian
agreement with the Foreign Subcustodian in form and substance approved by the
appropriate Fund.
The Custodian shall not consent to the amendment of, and shall cause any
Domestic Subcustodian not to consent to the amendment of, any agreement entered
into with a Foreign Subcustodian, which materially affects a Fund's rights under
such agreement, except upon prior written approval of such Fund pursuant to
Special Instructions.
(c) Interim Subcustodians.
--------------------------
Notwithstanding the foregoing, in the event that a Fund shall invest in
an Asset to be held in a country in which no Foreign Subcustodian is authorized
to act, the Custodian shall promptly notify such Fund in writing by facsimile
transmission or in such other manner as such Fund and Custodian shall agree in
writing of the unavailability of an approved Foreign Subcustodian in such
country; and upon the receipt of Special Instructions from such Fund, the
Custodian shall, or shall cause its Domestic Subcustodian to, appoint or approve
an entity (referred to herein as an "Interim Subcustodian") designated in such
Special Instructions to hold such Security or other Asset.
(d) Special Subcustodians.
--------------------------
Upon receipt of Special Instructions, the Custodian shall, on behalf of
a Fund, appoint one or more banks, trust companies or other entities designated
in such Special Instructions to act for the Custodian on behalf of such Fund as
a subcustodian for purposes of: (i) effecting third-party repurchase
transactions with banks, brokers, dealers or other entities through the use of a
common custodian or subcustodian; (ii) providing depository and clearing agency
services with respect to certain variable rate demand note securities, (iii)
providing depository and clearing agency services with respect to dollar
denominated securities, and (iv) effecting any other transactions designated by
such Fund in such Special Instructions. Each such designated subcustodian
(hereinafter referred to as a "Special Subcustodian") shall be listed on
Appendix "All attached hereto, as it may be amended from time to time. In
connection with the appointment of any Special Subcustodian, the Custodian shall
enter into a subcustodian agreement with the Special Subcustodian in form and
substance approved by such Fund in Special Instructions. The Custodian shall not
amend any subcustodian agreement entered into with a Special Subcustodian, or
waive any rights under such agreement, except upon prior approval pursuant to
Special Instructions.
(e) Supervision of Subcustodians.
---------------------------------
The Custodian shall (i) cause each Domestic Subcustodian and Foreign
Subcustodian to, and (ii) use its best efforts to cause each Interim
Subcustodian and Special Subcustodian to, perform all of its obligations in
accordance with the terms and conditions of the subcustodian agreement under
which such Subcustodian serves.
(f) Termination of a Subcustodian.
----------------------------------
The Custodian shall, upon receipt of Special Instructions, terminate any
Subcustodian with respect to a Fund, in accordance with the termination
provisions under the applicable subcustodian agreement.
(g) Certification Regarding Foreign Subcustodians.
--------------------------------------------------
Upon request of a Fund, the Custodian shall deliver to such Fund a
certificate stating: (i) the identity of each Foreign Subcustodian then acting
on behalf of the Custodian; (ii) the countries in which and the Securities
Depositories and Clearing Agents through which each such Foreign Subcustodian is
then holding cash, Securities and other Assets of such Fund; and (iii) such
other information as may be requested by such Fund to ensure compliance with
rules and regulations under the 1940 Act.
6. STANDARD OF CARE.
--------------------
(a) General Standard of Care.
-----------------------------
The Custodian shall exercise reasonable care and diligence in carrying
out all of its duties and obligations under this Agreement, and shall be liable
to a Fund for all losses, damages and reasonable costs and expenses (including
but not limited to reasonable attorneys fees) suffered or incurred by such Fund
resulting from the failure of the Custodian to exercise such reasonable care and
diligence; provided, however, in no event shall the Custodian be liable for
consequential damages.
(b) Actions Prohibited by Applicable Law, Events Beyond Custodian's
-------------------------------------------------------------------
Control, Sovereign Risk, Etc.
-----------------------------
In no event shall the Custodian or any Domestic Subcustodian incur
liability hereunder if the Custodian or any Subcustodian or Securities System,
or any subcustodian, Securities System, Securities Depository or Clearing Agency
utilized by any such Subcustodian, or any nominee of the Custodian or any
Subcustodian (individually, a "Person") is prevented, forbidden or delayed from
performing, or omits to perform, any act or thing which this Agreement provides
shall be performed or omitted to be performed, by reason of: (i) any provision
of any present or future law or regulation or order of the United States of
America, or any state thereof, or of any foreign country, or political
subdivision thereof or of any court of competent jurisdiction (and neither the
Custodian nor any other Person shall be obligated to take any action contrary
thereto); or (ii) any event beyond the control of Custodian or other Person such
as war, riots, strikes, lockouts, labor disputes, equipment or transmission
failures (other than failures caused by Custodian's failure to use reasonable
care and diligence) or natural disasters; or (iii) any "Sovereign Risk." A
"Sovereign Risk" shall mean nationalization, expropriation, devaluation,
revaluation, confiscation, seizure, cancellation, destruction or similar action
by any governmental authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges affecting a
Fund's Assets; or acts of war, terrorism, insurrection or revolution; or any
other act or event beyond the Custodian's or such other Person's control.
(c) Mitigation by Custodian.
----------------------------
Upon the occurrence of any event which causes or may cause any loss,
damage or expense to a Fund, (i) the Custodian shall, (ii) the Custodian shall
cause any applicable Domestic Subcustodian to, and (iii) the Custodian shall use
its best efforts to cause any applicable Foreign Subcustodian, Special
Subcustodian or Interim Subcustodian to, use all commercially reasonable efforts
and take all reasonable steps under the circumstances to mitigate the effects of
such event and to avoid continuing harm to such Fund.
(d) Liability for Past Records.
-------------------------------
Neither the Custodian nor any Domestic Subcustodian shall have any
liability in respect of any loss, damage or expense suffered by a Fund, insofar
as such loss, damage or expense arises from the performance of the Custodian or
any Domestic Subcustodian in reliance upon records that were maintained for such
Fund by entities other than the Custodian or any Domestic Subcustodian prior to
the Custodian's employment hereunder.
(e) Advice of Counsel.
----------------------
The Custodian and all Domestic Subcustodians shall be entitled to
receive and act upon advice of counsel on all matters. The Custodian and all
Domestic Subcustodians shall be without liability for any action reasonably
taken or omitted in good faith pursuant to the advice of (i) counsel for the
appropriate Fund, or (ii) at the expense of the Custodian or any Domestic
Subcustodian, such other counsel as such Fund and the Custodian or any Domestic
Subcustodian may agree upon.
(f) Advice of the Fund and Others.
----------------------------------
The Custodian and any Domestic Subcustodian may rely upon the advice of
a Fund and upon statements of the Fund's accountants and other persons
reasonably believed by it in good faith to be expert in matters upon which they
are consulted, and neither the Custodian nor any Domestic Subcustodian shall be
liable for any actions reasonably taken, in good faith, upon such statements.
(g) Instructions Appearing to be Genuine.
-----------------------------------------
The Custodian and all Domestic Subcustodians shall be fully protected
and indemnified in acting as a custodian hereunder upon any Resolutions of the
Board of Directors or Trustees, Instructions, Special Instructions, advice,
notice, request, consent, certificate, instrument or paper reasonably appearing
to it to be genuine and to have been properly executed and shall) unless
otherwise specifically provided herein, be entitled to receive as conclusive
proof of any fact or matter required to be ascertained from a Fund hereunder a
certificate signed by any officer of such Fund authorized to countersign or
confirm Special Instructions.
(h) Exceptions from Liability.
------------------------------
Without limiting the generality of any other provisions hereof, neither
the Custodian nor any Domestic Subcustodian shall be under any duty or
obligation to inquire into, nor be liable for:
(i) the validity of the issue of any Securities purchased by or for a Fund,
the legality of the purchase thereof or evidence of ownership required to
be received by such Fund, or the propriety of the decision to purchase or
amount paid therefor;
(ii) the legality of the sale of any securities by or for a Fund, or
the propriety of the amount for which the same were sold; or
(iii) any other expenditures, encumbrances of securities, borrowings
or similar actions with respect to a Fund's Assets;
and may, until notified to the contrary, presume that all Instructions or
Special Instructions received by it are not in conflict with or in any way
contrary to any provisions of a Fund's Declaration of Trust, Partnership
Agreement, Articles of Incorporation or By-Laws or votes or proceedings of the
shareholders, trustees, partners or directors of such Fund, or such Fund's
currently effective Registration Statement on file with the Securities and
Exchange Commission.
7. LIABILITY OF THE CUSTODIAN FOR ACTIONS OF OTHERS.
------------------------------------------------------
(a) Domestic Subcustodians and Securities Systems.
--------------------------------------------------
The Custodian shall be liable for the acts or omissions of any Domestic
Subcustodian or Securities System to the same extent as if such actions or
omissions were performed by the Custodian itself.
(b) Liability for Acts and Omissions of Foreign Subcustodians.
----------------------------------------------------------------
The Custodian shall be liable to a Fund for any loss or damage to such
Fund caused by or resulting from the acts or omissions of any Foreign
Subcustodian to the extent that, under the terms set forth in the subcustodian
agreement between the Custodian or a Domestic Subcustodian and such Foreign
Subcustodian, the Foreign Subcustodian has failed to perform in accordance with
the standard of conduct imposed under such subcustodian agreement as determined
in accordance with the law which is adjudicated to govern such agreements and in
accordance with any determination of any court as to the duties of said Foreign
Subcustodian pursuant to said agreement.
(c) Interim Subcustodians, Special Subcustodians, Securities
------------------------------------------------------------
Depositories and Claring Agencies.
----------------------------------
The Custodian shall not be liable to a Fund for any loss, damage or expense
suffered or incurred by such Fund resulting from the actions or omissions of an
Interim Subcustodian, Special Subcustodians, or Securities Depository and
Clearing Agency unless such loss, damage or expense is caused by, or results
from, the negligence, misfeasance or misconduct of the
Custodian.
(d) Defaults or Insolvencies of Brokers, Banks, Etc.
----------------------------------------------------
The Custodian shall not be responsible for any loss occasioned by the
acts, neglects, defaults or insolvency of any broker, bank, trust company or any
other person with whom the Custodian may deal (other than any of such entities
acting as a Subcustodian, Securities System or Securities Depository and
Clearing Agency, for whose actions the liability of the Custodian is set out
elsewhere in this Agreement) in the absence of its own negligence, willful
misconduct or bad faith.
(e) Reimbursement of Expenses.
------------------------------
Each Fund agrees to reimburse the Custodian for all reasonable
out-of-pocket expenses incurred by the Custodian in connection with the
fulfillment of its obligations under paragraph (c) of Section 6; provided
however, that such reimbursement shall not apply to expenses occasioned by or
resulting from the negligence, misfeasance or misconduct of the Custodian.
8. INDEMNIFICATION.
---------------------
(a) Indemnification by Fund.
----------------------------
Subject to the limitations set forth in this Agreement, each Fund agrees
to indemnify and hold harmless the Custodian and its nominees from all loss,
damage and expense (including reasonable attorneys' fees) suffered or incurred
by the Custodian or its nominee caused by or arising from actions taken by the
Custodian, its employees or agents in the performance of its duties and
obligations under this Agreement, including, but not limited to, any
indemnification obligations undertaken by the Custodian under any relevant
Subcustodian Agreement; provided, however, that such indemnity shall not apply
to the extent the Custodian is liable under Sections 6 or 7 hereof. In addition,
each Fund agrees to indemnify any Person against liability incurred by reason of
taxes assessed to such Person resulting from the fact that securities and other
property of the indemnifying Fund are registered in the name of such Person in
accordance with the provisions of this Agreement; provided, however, that in no
event shall such indemnification be applicable to income, franchise or similar
taxes which may be imposed or assessed against any Person.
(b) Indemnification bv Custodian.
---------------------------------
Subject to the limitations set forth in this Agreement and in addition
to the obligations provided in Sections 6 and 7, the Custodian agrees to
indemnify and hold harmless each Fund and its nominees from all loss, damage and
expense (including reasonable attorneys' fees) suffered or incurred by each such
Fund or its nominee caused by or arising from the negligence, misfeasance or
misconduct of the Custodian or its nominee.
9. COMPENSATION.
----------------
Each Fund will pay to the Custodian such compensation as is agreed to in writing
by the Custodian and each such Fund from time to time.
The Custodian agrees to calculate earnings credits and/or overdraft
charges on a daily basis and to provide each Fund such calculations for approval
by each such Fund prior to applying same against the monthly billing statements.
10. TERMINATION AND ASSIGNMENT.
-------------------------------
Any Fund or the Custodian may terminate this Agreement as to any such Fund
by notice in writing, delivered or mailed, postage prepaid (certified mail,
return receipt requested) to the other not less than 90 days prior to the date
-upon which such termination shall take effect. Upon termination of this
Agreement, the appropriate Fund shall pay to the Custodian such fees and other
amounts as may be due the Custodian hereunder. Upon termination of this
Agreement, the Custodian shall deliver, at the terminating party's expense, all
Assets held by it hereunder to the appropriate Fund or as otherwise designated
by such Fund. Upon such delivery, the Custodian shall have no further
obligations or liabilities under this Agreement except as to the final
resolution of matters relating to activity occurring prior to the effective date
of termination.
This Agreement may not be assigned by the Custodian or any such Fund without
the respective consent of the other, duly authorized by a resolution by its
Board of Directors or Trustees.
11. NOTICES.
------------
As to each Fund, notices, requests, instructions and other writings
delivered c/o Colonial Management Associates, Inc., Xxx Xxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Fund Accounting, with a copy to the same
address, Attention: Legal Department, postage prepaid, or to such other address
as any such Fund may have designated to the Custodian in writing, shall be
deemed to have been properly delivered or given to each such Fund.
Notices, requests, instructions and other writings delivered to the
Securities Administration Department of the Custodian at its office at 000 Xxxxx
Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, or mailed postage prepaid, to the Custodian's
Securities Xxxxxxxxxxxxxx Xxxxxxxxxx, Xxxx Xxxxxx Xxx 000, Xxxxxx Xxxx, Xxxxxxxx
00000, or to such other addresses as the Custodian may have designated to each
such Fund in writing, shall be deemed to have been properly delivered or given
to the Custodian hereunder; provided, however, that procedures for the delivery
of Instructions and Special Instructions shall be governed by Section 2(e)
hereof.
12. MISCELLANEOUS.
------------------
(a) This Agreement is executed and delivered in the State of Missouri
and shall be governed by the laws of such state.
(b)All of the terms and provisions of this Agreement shall be binding
upon, and inure to the benefit of, and be enforceable by the respective
successors and assigns of the parties hereto.
(c) As to each Fund, no provisions of this Agreement may be amended or
modified, in any manner except in writing, properly executed by both the
Custodian and the Fund; provided, however, Appendix "A" may be amended from time
to time as Domestic Subcustodians, Foreign Subcustodians, Special Subcustodians,
and Securities Depositories and Clearing Agencies are approved or terminated
according to the terms of this Agreement.
(d) The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(e) This Agreement shall be effective as of the date of execution
hereof.
(f) This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
(g) The following terms are defined terms within the meaning of this
Agreement, and the definitions thereof are found in the following sections of
the Agreement:
Term Section
-----
Account 4(b)(3)(H)
ADRIS 4(j)
Assets 2
Authorized Person 3
Banking Institution 4(1)
Domestic Subcustodian 5(a)
Foreign Subcustodian 5(b)
Instruction 2
Interim Subcustodian 5(c)
Interest Bearing Deposit 4(1)
OCC 4(g)(2)
Person 6(b)
Procedural Agreement 4(h)
SEC 4(b)(3)
Securities 2
Securities Depositories and 5(b)
Clearing Agencies
Securities System 4(b)(3)
Shares 4(s)
Sovereign Risk 6(b)
Special Instruction 2
Special Subcustodian 5(c)
Subcustodian 5
1940 Act 4(v)
(h) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid by any court of competent
jurisdiction, the remaining portion or portions shall be considered severable
and shall not be affected, and the rights and obligations of the parties shall
be construed and enforced as if this Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
(i) This Agreement constitutes the entire understanding and agreement of
the parties hereto with respect to the subject matter hereof, and accordingly
supersedes, as of the effective date of this Agreement, any custodian agreement
heretofore in effect between any Fund and the Custodian.
(j) Copies of the documents establishing each Fund are filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is executed by
the officers of each Fund not as individuals and is not binding upon any of the
Trustees, officers or shareholders of any Fund individually, but only upon the
assets of each respective Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Custody Agreement to be
executed by their duly respective authorized officers.
ATTEST: UNITED MISSOURI BANK, N.A.
XXXX. X. XXXXXX BY:illeg.
Title: Sr. Vice President
ATTEST:
ILLEG. COLONIAL TRUST IV, on behalf
of its COLONIAL SHORT TERM TAX
EXEMPT FUND and COLONIAL
INTERMEDIATE TAX EXEMPT FUND
XXXXXXX X. XXXXXX
Title: Assistant Secretary
ATTEST COLONIAL TRUST V,on behalf of
its COLONIAL FLORIDA TAX
EXEMPT FUND
ILLEG. BY XXXXXXX X. XXXXXX
Title: Assistant Secretary
APPENDIX A
DOMESTIC SUBCUSTODIANS:
United Missouri Trust Company of New York
Xxxxx Brothers Xxxxxxxx & Company (Foreign Securities Only)
SECURITIES SYSTEMS:
Federal Book Entry
Depository Trust Company
Participant's Trust Company
SPECIAL SUBCUSTODIANS:
FOREIGN SUBCUSTODIANS:
SECURITIES DEPOSITORIES AND CLEARING AGENCIES:
By: XXXX X. XXXXXX United Missouri Bank, N.A.
ASSISTANT SECRETARY By:ILLEG.
ADDENDUM TO CUSTODY AGREEMENT DATED FEBRUARY 1, 1993 BETWEEN UNITED MISSOURI
BANK, N.A., CUSTODIAN, AND COLONIAL TRUST IV, ON BEHALF OF ITS COLONIAL SHORT
TERM TAX EXEMPT FUND AND COLONIAL INTERMEDIATE TAX EXEMPT FUND, AND COLONIAL
TRUST V. ON BEHALF OF ITS COLONIAL FLORIDA TAX EXEMPT FUND
----------------------------------------------------------
WHEREAS, the foregoing Massachusetts business trusts on behalf of each of
the mutual funds listed above executed as of February 1, 1993 a Custody
Agreement with United Missouri Bank, N.A. ("Custodian"); and
WHEREAS, the Custody Agreement executed by said parties and by the
undersigned constitutes a separate Agreement between the Custodian and each such
trust on behalf of each such mutual fund ("Fund"); and
WHEREAS, the original parties to the Custody Agreement have agreed that
additional Funds may be made parties to said Agreement by the execution of a
separate signature page.
NOW THEREFORE, by their signatures below the following Massachusetts
business trusts on behalf of the following mutual funds hereby adopt the Custody
Agreement dated February 1, 1993 with United Missouri Bank, N.A. and agree to be
bound by all the terms and conditions contained therein.
ATTEST: UNITED MISSOURI BANK, N.A.
XXXX X. XXXXXX By ILLEG.
Title: Sr. V.P.
Date: 4/12/93
ATTEST:
COLONIAL TRUST IV, on behalf
of its COLONIAL TAX EXEMPTFUND,
COLONIAL TAX EXEMPT INSURED
FUND, COLONIAL TAX EXEMPT MONEY
MARKET FUND and COLONIAL HIGH
YIELD MUNICIPAL FUND
ILLEG. By: XXXXXXX X. XXXXXX
Title: Assistant Secretary
Date: 4/12/93
ATTEST COLONIAL TRUST V, on behalf
of its COLONIAL CONNECTICUT TAX
EXEMPT FUND, COLONIAL
MASSACHUSETTS TAX EXEMPT
FUND,COLONIAL MINNESOTA TAX
EXEMPT FUND, COLONIAL MICHIGAN
TAX EXEMPT FUND, OHIO TAX EXEMPT
FUND, COLONIAL NEW YORK TAX
EXEMPT FUND and COLONIAL
CALIFORNIA TAX EXEMPT FUND
ILLEG. By: XXXXXXX X. XXXXXX
Title:
Date: 4/12/93
ATTEST:
ILLEG. COLONIAL INVESTMENT GRADE
MUNICIPAL TRUST
By: XXXXXXX X. XXXXXX
Title: Assistant Secretary
Date: 4/12/93
COLONIAL HIGH INCOME
MUNICIPAL TRUST
ATTEST By: XXXXXXX X. XXXXXX
Title: Assistant Secretary
Date: 4/12/93
ILLEG.
ATTEST COLONIAL MUNICIPAL INCOME
TRUST
ILLEG. By: XXXXXXX X. XXXXXX
Title: Assistant Secretary
Date: 4/12/93
APPENDIX A
DOMESTIC SUBCUSTODIANS:
United Missouri Trust Company of New York
Xxxxx Brothers Xxxxxxxx & Company (Foreign Securities Only)
SECURITIES SYSTEMS:
Federal Book Entry
Depository Trust Company
Participant's Trust Company
SPECIAL SUBCUSTODIANS:
Bank of New York (Variable Rate Securities Only)
FOREIGN SUBCUSTODIANS:
SECURITIES DEPOSITORIES AND CLEARING AGENCIES:
COLONIAL TRUST IV, on behalf of its COLONIAL SHORT TERM TAX EXEMPT FUNDP
COLONIAL INTERMEDIATE TAX EXEMPT FUND, COLONIAL TAX EXEMPT FUND, COLONIAL TAX
EXEMPT INSURED FUND, COLONIAL TAX EXEMPT MONEY MARKET FUND and COLONIAL HIGH
YIELD MUNICIPAL FUND
By XXXXXXX X. XXXXXX
Title: Assistant Secretary
Date: 4/12/93
APPENDIX A (Continued)
TRUST V, on behalf of its FLORIDA TAX EXEMPT FUND, CONNECTICUT TAX EXEMPT FUND,
MASSACHUSETTS TAX EXEMPT FUND, MINNESOTA TAX EXEMPT FUND, MICHIGAN TAX EXEMPT
FUND, OHIO TAX EXEMPT FUND, NEW YORK TAX EXEMPT FUND and CALIFORNIA TAX EXEMPT
FUND
By XXXXXXX X. XXXXXX
Title: Assistant Secretary
Date: 4/12/93
COLONIAL INVESTMENT GRADE MUNICIPAL TRUST
By XXXXXXX X. XXXXXX
Title: Assistant Secretary
Date: 4/12/93
COLONIAL MUNICIPAL INCOME TRUST
By XXXXXXX X. XXXXXX
Title: Assistant Secretary
Date: 4/12/93
UNITED MISSOURI BANK, N.A.
By: ILLEG.
Title: Senior Vice President
Date: 4/12/93
