Exhibit 8
CUSTODIAN CONTRACT
Between
STEINROE EQUITY PORTFOLIO
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
1. Employment Of Custodian and Property to be
Held By It ...........................................1
2. Duties of the Custodian with Respect to Property
of the Trust Held by the Custodian....................1
2.1 Holding Securities................................1
2.2 Delivery of Securities ...........................2
2.3 Registration of Securities .......................4
2.4 Bank Accounts ....................................4
2.5 Payment for Shares ...............................5
2.6 Investments and Availability of Federal Funds ....5
2.7 Collection of Income .............................5
2.8 Payment of Trust Moneys ......................... 6
2.9 Liability for Payment in Advance of
Receipt of Securities Purchased ................. 7
2.10 Payments for Repurchases or Redemptions
of Shares of a Fund ............................ 7
2.11 Appointment of Agents .......................... 7
2.12 Deposit of Trust Assets in Securities System ... 8
2.13 Segregated Account ............................. 9
2.14 Ownership Certificates for Tax Purposes ........10
2.15 Proxies ........................................10
2.16 Communications Relating to Trust
Portfolio Securities ...........................10
2.17 Proper Instructions ............................10
2.18 Actions Permitted Without Express Authority ....10
2.19 Evidence of Authority ..........................11
3. Duties of Custodian With Respect to the Books of
Account and Calculation of Net Asset Value and
Net Income ........................................11
4. Records .............................................11
5. Opinion of Trust's Independent Accountant ...........12
6. Reports to Trust by Independent Public Accountants ..12
7. Compensation of Custodian ...........................12
8. Responsibility of Custodian ........................ 12
9. Effective Period, Termination and Amendment .........13
10. Successor Custodian .................................14
11. Interpretive and Additional Provisions ..............14
12. Massachusetts Law to Apply ..........................15
13. Prior Contracts .....................................15
14. Notices .............................................15
15. Successors ..........................................15
16 Duties of the Custodian with Respect to Property
of the Trust Held Outside of the United States ......15
16.1 Appointment of Foreign Sub-Custodians..........15
16.2 Assets to be Held .............................15
16.3 Foreign Securities Depositories................16
16.4 Segregation of Securities .....................16
16.5 Agreements with Foreign Banking Institutions ..16
16.6 Access of Independent Accountant of the Trust..17
16.7 Reports by Custodian ..........................17
16.8 Transactions in Foreign Custody Account .......17
16.9 Liability of Foreign Sub-Custodians............17
16.10 Liability of Custodian ........................18
16.11 Monitoring Responsibilities ...................18
16.12 Branches of U.S. Banks.........................18
17. Non-Liability of Trustees and Shareholders ..........18
18. Additional Funds ....................................19
1
CUSTODIAN CONTRACT
This Contract between SteinRoe Equity Portfolio, a voluntary
association organized under the laws of the Commonwealth of
Massachusetts in the form commonly known as a business trust, having
its principal place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000, hereinafter called the "Trust," and State Street
Bank and Trust Company, a Massachusetts trust company, having its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, hereinafter called the "Custodian."
WHEREAS, the Trust is authorized to issue shares of beneficial
interest ("Shares") in separate series, with each such series
representing interests in a separate portfolio of securities and other
assets (any such series being referred to as a "Fund"); and
WHEREAS, the Trust intends to initially offer Shares in one series
only designated SteinRoe Prime Equities;
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Trust hereby employs the Custodian as the custodian of its
assets, including securities it desires to be held in places within
the United States and securities it desires to be held outside the
United States, pursuant to the provisions of its Agreement and
Declaration of Trust. The Trust agrees to deliver to the Custodian
all securities and cash owned by it, and all payments of income,
payments of principal or capital distributions received by it with
respect to all securities owned by the Trust from time to time, and
the cash consideration received by it for such new or treasury Shares,
of any series, with or without par value, of the Trust as may be
issued or sold from time to time. The Custodian shall not be responsible
for any property of the Trust held or received by the Trust and not
delivered to the Custodian or any sub-custodian appointed as prescribed
herein.
Upon receipt of "Proper Instructions" (within the meaning of
Section 2.17), the Custodian shall from time to time employ one or
more sub-custodians, but only in accordance with an applicable vote by
the Board of Trustees of the Trust, and provided that the Custodian
shall have no more or less responsibility or liability to the Trust on
account of any actions or omissions of any sub-custodian so employed
than any such sub-custodian has to the Custodian.
The Custodian may employ as sub-custodians for the Trust's
securities and other assets the foreign banking institutions and foreign
securities depositories designated in Schedule "A" hereto, but only in
accordance with the provisions of Article 16.
2. Duties of the Custodian with Respect to Property of the Trust
Held by the Custodian
2.1 Holding Securities. The Custodian shall hold and physically
segregate for the account of each Fund all non-cash property,
including
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all securities, owned by the Trust and allocated to
that Fund, other than securities that are maintained pursuant to
Section 2.12 in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein as
"Securities System."
2.2 Delivery of Securities. The Custodian shall release and
deliver securities owned by the Trust, held for the account of a
Fund, held either by the Custodian or in a Securities System
account of the Custodian only upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:
(1) Upon sale of such securities for the account of the Fund and
receipt of payment therefor;
(2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into for the account
of the Fund;
(3) In the case of a sale effected through a Securities System,
in accordance with the provisions of Section 2.12 hereof;
(4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;
(5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
(6) To the issuer thereof, or its agent, for transfer into the
name of the Trust or into the name of any nominee or
nominees of the Custodian or into the name or nominee name
of any agent appointed pursuant to Section 2.11 or into the
name or nominee name of any sub-custodian appointed pursuant
to Article 1; or for exchange for a different number of
bonds, certificates or other evidence representing the same
aggregate face amount or number of units; provided that, in
any such case, the new securities are to be delivered to the
Custodian and will be held by the Custodian for the account
of the Fund;
(7) Upon the sale of such securities for the account of the Fund,
to the broker or its clearing agent, against a receipt, in
accordance with "street delivery" custom; provided that in any
such case, the Custodian shall have no responsibility or
liability for any loss arising from the delivery of such securities
prior to receiving payment for such securities except as may arise
from the Custodian's own negligence or willful misconduct;
(8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization, or
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readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian and will be held by the Custodian for the account
of the Fund;
(9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts
or temporary securities for definitive securities; provided
that, in any such case, the new securities and cash, if any,
are to be delivered to the Custodian and will be held by the
Custodian for the account of the Fund;
(10) For delivery in connection with any loans of securities made
by the Trust from the Fund's portfolio, but only against
receipt of adequate collateral as agreed upon from time to
time by the Custodian and the Trust, which may be in the
form of cash or obligations issued by the United States
government, its agencies or instrumentalities, except that
in connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the
Custodian will not be held liable or responsible for the
delivery of securities owned by the Trust prior to the
receipt of such collateral;
(11) For delivery as security in connection with any borrowings
by the Trust requiring a pledge of assets in the Fund's
portfolio, but only against receipt of amounts borrowed;
(12) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-
dealer, relating to compliance with the rules of The Options
Clearing Corporation and of any registered national
securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with options transactions by the Trust;
(13) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange
Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or
any similar organization or organizations, regarding account
deposits in connection with futures transactions by the
Trust for the account of the Fund;
(14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Trust, for delivery to such
Transfer Agent or to the holders of Shares of the Fund in
connection with distributions in kind, as may be described
from time to time in the Fund's currently effective
prospectus and statement of
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additional information ("prospectus"), in satisfaction of
requests by holders of Shares of the Fund for repurchase or
redemption;
(15) For delivery in connection with any reverse repurchase
agreement entered into by the Trust with respect to the
Fund, but only against receipt for the account of the Fund
of the amount payable by the other party to the agreement;
and
(16) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a
resolution of the Board of Trustees of the Trust ("Board of
Trustees) or of the Executive Committee thereof ("Executive
Committee") signed by an officer of the Trust and certified by
the Secretary or an Assistant Secretary, specifying the securities
to be delivered, setting forth the purpose for which such delivery
is to be made, declaring such purposes to be proper purposes, and
naming the person or persons to whom delivery of such securities
shall be made.
2.3 Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be registered in
the name of the Trust or in the name of any nominee of the Trust
for the account of the particular Fund or of any nominee of the
Custodian which nominee shall be assigned exclusively to the Trust
for the account of such Fund unless the Trust has authorized in
writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as
the Trust, or in the name or nominee name of any agent appointed
pursuant to Section 2.11 or in the name or nominee name of any sub-
custodian appointed pursuant to Article 1. All securities accepted by
the Custodian on behalf of the Trust under the terms of this Contract
shall be in "street name" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts for each Fund in the name of the Trust,
subject only to draft or order by the Custodian acting pursuant
to the terms of this Contract, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by
it from or for the account of that Fund, other than cash
maintained by the Trust in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of
1940. Funds held by the Custodian for the Trust may be deposited
by it to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may in
its discretion deem necessary or desirable; provided, however,
that every such bank or trust company shall be qualified to act
as a custodian under the Investment Company Act of 1940 and that
each such bank or trust company and the funds to be deposited
with each such bank or trust company shall be approved by vote of
a majority of the Board of Trustees of the Trust. Such funds
shall be deposited by the Custodian in its capacity as Custodian
and shall be withdrawable by the Custodian only in that capacity.
If and when authorized by Proper Instructions in accordance with
a resolution adopted by the Board of Trustees, the Custodian may
open and maintain an additional account
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or accounts in such other bank or trust company as may be designated
by such instructions, such account or accounts, however, to be in
the name of the Custodian in its capacity as the Custodian and subject
only to its draft or credit in accordance with the terms of this
Contract. The Custodian shall furnish the Trust, not later than twenty
(20) calendar days after the last business day of each month, a
statement reflecting the current status of its internal reconciliation
of the closing balance as of that day in all accounts described in
this Paragraph to the balance shown on the daily cash report for the
day rendered to the Trust.
2.5 Payments for Shares. The Custodian shall receive from the Trust
or from the Transfer Agent of the Trust and deposit into a Fund's
account such payments as are received for Shares of that Fund
issued or sold from time to time by the Trust. The Custodian
will provide timely notification to the Trust and the Transfer
Agent of any receipt by it of payments for Shares of each Fund.
2.6 Investment and Availability of Federal Funds. Upon mutual
agreement between the Trust and the Custodian, the Custodian
shall, upon the receipt of Proper Instructions,
(1) invest in such instruments as may be set forth in such
instructions on the same day as received all federal funds
received after a time agreed upon between the Custodian and
the Trust; and
(2) make federal funds available to the Trust as of specified
times agreed upon from time to time by the Trust and the
Custodian in the amount of checks received in payment for
Shares of a Fund which are deposited into that Fund's
account.
2.7 Collection of Income. The Custodian shall collect on a timely
basis all income and other payments with respect to registered
securities held hereunder to which the Trust shall be entitled
either by law or pursuant to custom in the securities business,
and shall collect on a timely basis all income and other payments
with respect to bearer securities if, on the date of payment by
the issuer, such securities are held by the Custodian or agent
thereof and shall credit such income, as collected, to the
appropriate Fund account. Without limiting the generality of the
foregoing, the Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and when
they become due and shall collect interest when due on securities
held hereunder. Income due the Trust on securities loaned
pursuant to the provisions of Section 2.2 (10) shall be the
responsibility of the Trust. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the
Trust with such information or data as may be necessary to assist
the Trust in arranging for the timely delivery to the Custodian
of the income to which the Trust is properly entitled. The
Custodian shall notify the Trust of any income or such other
payments that are not collected in due course within a reasonable
time after they become payable.
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2.8 Payment of Trust Moneys. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out Trust moneys held in a
Fund's account in the following cases only:
(1) Upon the purchase of securities, options, futures contracts
or options on futures contracts for the account of
the Fund but only (a) against the delivery of such
securities, or evidence of title to futures contracts or
options on futures contracts, to the Custodian (or any bank,
banking firm or trust company doing business in the United
States or abroad which is qualified under the Investment Company
Act of 1940, as amended, to act as a custodian and has been
designated by the Custodian as its agent for this purpose)
registered in the name of the Trust or in the name of a
nominee of the Custodian referred to in Section 2.3 hereof
or in proper form for transfer; (b) in the case of a
purchase for the Fund effected through a Securities System,
in accordance with the conditions set forth in Section 2.12
hereof; or (c) in the case of a repurchase agreement
entered into between the Trust (on behalf of the Fund) and
the Custodian, or another bank, or a broker-dealer, (i)
against delivery of the securities either in certificate
form or through an entry crediting the Custodian's
segregated non-proprietary account at the Federal Reserve
Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Trust of securities owned
by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from
the Trust;
(2) In connection with conversion, exchange or surrender of
securities owned by the Trust in the Fund's portfolio as set
forth in Section 2.2 hereof;
(3) For the redemption or repurchase of Fund Shares issued by the
Trust as set forth in Section 2.10 hereof;
(4) For the payment of any expense or liability incurred by the
Trust for the account of the Fund, including but not limited
to the following payments: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to be
in whole or part capitalized or treated as deferred
expenses;
(5) For the payment of any dividends on Shares of the Fund
declared pursuant to the governing documents of the Trust;
(6) For payment of the amount of dividends received in respect of
securities sold short from the Fund's portfolio;
7
(7) For any other proper purposes, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a
resolution of the Board of Trustees or of the Executive
Committee signed by an officer of the Trust and
certified by its Secretary or an Assistant Secretary, specifying
the amount of such payment, setting forth the purpose for which
such payment is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to whom
such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for purchase of
securities for the account of a Fund is made by the Custodian in
advance of receipt of the securities purchased, in the absence of
specific written Proper Instructions from the Trust to so pay in
advance, the Custodian shall be absolutely liable to the Trust
for such securities to the same extent as if the securities had
been received by the Custodian, except that in the case of a
repurchase agreement entered into by the Trust with a bank, or
with a broker-dealer clearing through a bank, which is a member
of the Federal Reserve System, the Custodian may transfer funds
to the account of such bank prior to the receipt of (i) written
evidence that the securities subject to such repurchase agreement
have been transferred by book-entry into a segregated non-
proprietary account of the Custodian maintained with the Federal
Reserve Bank of Boston or (ii) of the safe-keeping receipt,
provided that such securities have in fact been so transferred by
book-entry.
2.10 Payments for Repurchases or Redemptions of Shares of a Fund.
From such funds as may be available for the purpose, but subject
to the limitations of the Agreement and Declaration of Trust and
any applicable votes of the Board of Trustees of the Trust pursuant
thereto, the Custodian shall, upon receipt of instructions from the
Transfer Agent, make funds in the account of a Fund available for
payment to holders of Shares of that Fund who have delivered to
the Transfer Agent a request for redemption or repurchase of
their Shares. In connection with the redemption or repurchase of
Shares of the Fund, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In
connection with the redemption or repurchase of Shares of the Fund,
the Custodian shall honor checks drawn on the Custodian by a holder
of Shares, which checks have been furnished by the Trust to holders
of Shares of the Fund, when presented to the Custodian in accordance
with such procedures and controls as are mutually agreed upon from
time to time between the Fund and the Custodian.
2.11 Appointment of Agents. The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any other
bank or trust company which is itself qualified under the
Investment Company Act of 1940, as amended, to act as a
custodian, as its agent to carry out such of the provisions of
this Article 2 as the
8
Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.12 Deposit of Trust Assets in Securities System. The Custodian may
deposit and/or maintain securities owned by the Trust in a
clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of
1934, which acts as a securities depository, or in the book-entry
system authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein as
"Securities System", in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and regulations,
if any, and subject to the following provisions:
(1) The Custodian may keep securities of the Trust in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian in
the Securities System which shall not include any assets of
the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
(2) The records of the Custodian with respect to securities of
the Trust which are maintained in a Securities System shall
identify by book-entry those securities belonging to the
Trust and further identify the Fund in whose portfolio the
securities are held;
(3) The Custodian shall pay for securities purchased for the
account of a Fund upon (i) receipt of advice from the
Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment and
transfer for the account of that Fund. The Custodian shall
transfer securities sold for the account of a Fund upon (i)
receipt of advice from the Securities System that payment
for such securities has been transferred to the Account, and
(ii) the making of an entry on the records of the Custodian
to reflect such transfer and payment for the account of that
Fund. Copies of all advices from the Securities System of
transfers of securities for the account of a Fund shall
identify the Fund, be maintained for that Fund by the
Custodian and be provided to the Trust at its request. Upon
request, the Custodian shall furnish the Trust confirmation of
each transfer to or from the account of that Fund in the form of
a written advice or notice and shall furnish to the Trust copies of
daily transaction sheets reflecting each day's transactions in the
Securities System for the account of that Fund.
(4) The Custodian shall provide the Trust with any report
obtained by the Custodian on the Securities System's
9
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
(5) The Custodian shall have received the initial or annual
certificate, as the case may be, required by Article 9
hereof;
(6) Anything to the contrary in this Contract notwithstanding,
the Custodian shall be liable to the Trust for any loss or
damage to the Trust resulting from the use of the Securities
System by reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents or of any
of its or their employees or from failure of the Custodian
or any such agent to enforce effectively such rights as it
may have against the Securities System; at the election of
the Trust, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claim against
the Securities System or any other person which the
Custodian may have as a consequence of any such loss or
damage if and to the extent that the Trust has not been
made whole for any such loss or damage.
2.13 Segregated Account. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or
accounts for and on behalf of each Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to
Section 2.12 hereof, (i) in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-dealer
registered under the Exchange Act (or any futures commission
merchant registered under the Commodity Exchange Act), relating
to compliance with the rules of The Options Clearing Corporation
and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Trust, (ii) for purposes of segregating cash
or government securities in connection with options purchased,
sold or written by the Trust for the account of such Fund or
commodity futures contracts or options thereon purchased or sold
by the Trust for the account of such Fund, (iii) for the purposes
of compliance by the Trust with the procedures required by
Investment Company Act Release No. 10666, or any subsequent
release or releases of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by registered
investment companies and (iv) for other proper purposes, but
only, in the case of clause (iv), upon receipt of, in addition to
Proper Instructions, a certified copy of a resolution of the
Board of Trustees or of the Executive Committee signed by an
officer of the Trust and certified by the Secretary or an
Assistant Secretary, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper purposes.
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2.14 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of the Trust
held by it and in connection with transfers of securities.
2.15 Proxies. The Custodian shall, with respect to the securities
held hereunder, cause to be promptly executed by the registered
holder of such securities, if the securities are registered
otherwise than in the name of the Trust or a nominee of the
Trust, all proxies, without indication of the manner in which
such proxies are to be voted, and shall promptly deliver to the
Trust such proxies, all proxy soliciting materials and all
notices relating to such securities.
2.16 Communications Relating to Trust Portfolio Securities. The
Custodian shall transmit promptly to the Trust all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith and notices of exercise of call and put options written
by the Trust and the maturity of futures contracts purchased or
sold by the Trust) received by the Custodian from issuers of the
securities being held for the Trust. With respect to tender or
exchange offers, the Custodian shall transmit promptly to the
Trust all written information received by the Custodian from
issuers of the securities whose tender or exchange is sought and
from the party (or his agents) making the tender or exchange
offer. If the Trust desires to take action with respect to any
tender offer, exchange offer or any other similar transaction, the
Trust shall notify the Custodian at least one business day prior
to the date on which the Custodian is to take such action.
2.17 Proper Instructions. Proper Instructions as used throughout
this Article 2 means a writing signed or initialed by one or more
persons as the Board of Trustees shall have from time to time
authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested.
Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the
transaction involved. The Trust shall cause all oral
instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Trustees of the Trust accompanied
by a detailed description of procedures approved by the Board of
Trustees, Proper Instructions may include communications effected
directly between electromechanical or electronic devices provided
that the Board of Trustees and the Custodian are satisfied that
such procedures afford adequate safeguards for the Trust's
assets.
2.18 Actions Permitted Without Express Authority. The Custodian may
in its discretion, without express authority from the Trust:
11
(1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Contract, provided that all such payments
shall be accounted for to the Trust;
(2) surrender securities in temporary form for securities in
definitive form;
(3) endorse for collection, in the name of the Trust, checks,
drafts and other negotiable instruments; and
(4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Trust except as otherwise directed by the Board of
Trustees of the Trust.
2.19 Evidence of Authority. The Custodian shall be protected in
acting upon any instructions, notice, request, consent,
certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the
Trust. The Custodian may receive and accept a certified copy of
a vote of the Board of Trustees of the Trust as conclusive
evidence (a) of the authority of any person to act in accordance
with such vote or (b) of any determination or of any action by
the Board of Trustees pursuant to its Agreement and Declaration
of Trust as described in such vote, and such vote may be
considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
3. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of
Trustees to keep the books of account of each Fund and/or compute the
net asset value per share of the outstanding shares of each Fund or,
if directed in writing to do so by the Trust, shall itself keep such
books of account and/or compute such net asset value per share. If so
directed, the Custodian shall also calculate daily the net income of each
Fund as described in that Fund's currently effective prospectus and shall
advise the Trust and the Transfer Agent daily of the total amounts of
such net income and, if instructed in writing by an officer for the Trust
to do so, shall advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations of the
net asset value per share and the daily income of a Fund shall be made at
the time or times described from time to time in that Fund's currently
effective prospectus.
4. Records.
The Custodian shall create and maintain all records relating to
its activities and obligations under this Contract in such manner as
will meet the obligations of the Trust under the Investment Company
Act of 1940, with
12
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, applicable federal and state tax laws and any other law or
administrative rules and procedures which may be applicable to the Trust.
All such records shall be the property of the Trust and shall at times
during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the
Trust and employees and agents of the Securities and Exchange Commission.
The Custodian shall, at the Trust's request, supply the Trust with a list
of securities held by the Custodian for the account of each Fund and
shall, when requested to do so by the Trust and for such compensation as
shall be agreed upon between the Trust and the Custodian, include
certificate numbers in such lists.
5. Opinion of Trust's Independent Accountant.
The Custodian shall take all reasonable action, as the Trust may
from time to time request, to obtain from year to year favorable
opinions from the Trust's independent accountants with respect to its
activities hereunder in connection with the preparation of the Trust's
Form N-1A, and the Form N-SAR or other annual reports to the SEC and with
respect to any other requirements of the SEC.
6. Reports to Trust by Independent Public Accountants.
The Custodian shall provide the Trust, at such times as the Trust
may reasonably require, with reports by independent public accountants
on the accounting system, internal accounting control and procedures
for safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a
Securities System, relating to the services provided by the Custodian
under this Contract; such reports, which shall be of sufficient scope and
in sufficient detail, as may reasonably be required by the Trust, to
provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies,
shall so state.
7. Compensation of Custodian.
The Custodian shall be entitled to reasonable compensation for
its services and expenses as Custodian, as agreed upon from time to
time between the Trust and the Custodian.
8. Responsibility of Custodian.
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Contract and shall
be held harmless in acting upon any notice, request, consent,
certificate or other instrument reasonably believed by it to be
genuine and to be signed by the proper party or parties. The Custodian
shall be held to the exercise of reasonable care in carrying out the
provisions of this Contract, but shall be kept indemnified by and
shall be without liability to the Trust for any action taken or
omitted by it in good faith without negligence. It shall be entitled
to rely on and may act upon
13
advice of counsel (who may be counsel for the Trust) on all matters,
and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. Notwithstanding the foregoing, the
responsibility of the Custodian with respect to redemptions effected by
check shall be in accordance with a separate Agreement entered into
between the Custodian and the Trust.
If the Trust requires the Custodian to take any action with
respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the
Custodian or its nominee assigned to the Trust being liable for the
payment of money or incurring liability of some other form, the Trust,
as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
If the Trust requires the Custodian to advance on behalf of the
account of the Fund cash or securities for any purpose or in the event
that the Custodian or its nominee shall incur on behalf of, or be
assessed with respect to, the account of the Fund any taxes, charges,
expenses, assessments, claims or liabilities in connection with the
performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund
shall be security therefor and should the Trust fail to repay the
Custodian promptly after receipt of notice of such amount owing, the
Custodian shall be entitled to utilize available cash of such Fund and
to dispose of the assets held for such Fund to the extent necessary to
obtain reimbursement.
9. Effective Period, Termination and Amendment.
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an instrument
in writing delivered or mailed, postage prepaid to the other party,
such termination to take effect not sooner than thirty (30) days after
the date of such delivery or mailing; provided, however that the
Custodian shall not act under Section 2.12 hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Trustees of the Trust has approved the
initial use of a particular Securities System and the receipt of an
annual certificate of the Secretary or an Assistant Secretary that the
Board of Trustees have reviewed the use by the Trust of such Securities
System, as required in each case by Rule 17f-4 under the Investment
Company Act of 1940, as amended; provided further, however, that the
Trust shall not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of its
Agreement and Declaration of Trust, and further provided, that the Trust
may at any time by action of its Board of Trustees (i) substitute another
bank or trust company for the Custodian by giving notice as described
above to the Custodian, or (ii) immediately terminate this Contract in
the event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening of a
like event at the direction of an appropriate regulatory agency or court
of competent jurisdiction.
14
Upon termination of the Contract, the Trust shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
10. Successor Custodian.
If a successor custodian shall be appointed by the Board of
Trustees of the Trust, the Custodian shall, upon termination, deliver
to such successor custodian at the office of the Custodian, duly
endorsed and in the form for transfer, all securities and all funds
and other assets then held by it hereunder and shall transfer to an
account of the successor custodian all of the Trust's securities held
in a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of
the Board of Trustees of the Trust, deliver at the office of the
Custodian and transfer such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of Trustees shall
have been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have the
right to deliver to a bank or trust company, which is a "bank" as
defined in the Investment Company Act of 1940, doing business in Boston,
Massachusetts, of its own selection, having an aggregate capital,
surplus, and undivided profits, as shown by its last published report,
of not less than $25,000,000, all securities, funds and other
properties held by the Custodian and all instruments held by the
Custodian relative thereto and all other property held by it under this
Contract and to transfer to an account of such successor custodian all
of the Trust's securities held in any Securities System. Thereafter,
such bank or trust company shall be the successor of the Custodian under
this Contract.
In the event that securities, funds and other properties remain
in the possession of the Custodian after the date of termination
hereof owing to failure of the Trust to procure the certified copy of
vote referred to or of the Board of Trustees to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for
its services during such period as the Custodian retains possession of
such securities, funds and other properties and the provisions of this
Contract relating to the duties and obligations of the Custodian shall
remain in full force and effect.
11. Interpretive and Additional Provisions.
In connection with the operation of this Contract, the Custodian
and the Trust may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of
this Contract. Any such interpretive or additional provisions shall
be in a writing signed by both parties and shall be annexed hereto,
provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any
provisions of the Agreement and Declaration of Trust of the Trust. No
interpretive or
15
additional provisions made as provided in the preceding sentence shall
be deemed to be an amendment of this Contract.
12. Massachusetts Law to Apply.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
13. Prior Contracts.
This Contract supersedes and terminates, as of the date hereof,
all prior contracts between the Trust and the Custodian relating to
the custody of the Trust's assets.
14. Notices.
Notices and other writings delivered or mailed by registered mail
postage prepaid to the Trust, Attention: Secretary, Eleventh Floor,
000 Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or to the Custodian,
Attention: Custody and Shareholder Services--Xxxxx Xxx & Farnham
Incorporated, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or to
such other address as the Trust or State Street may hereafter specify,
shall be deemed to have been properly delivered or given hereunder to the
respective addresses.
15. Successors.
This Agreement shall be binding on and shall inure to the benefit
of the Trust and the Custodian and their respective successors.
16. Duties of the Custodian with Respect to Property of the Trust Held
Outside of the United States.
16.1 Appointment of Foreign Sub-Custodians.
The Custodian is authorized and instructed to employ as sub-
custodians for the Trust's securities and other assets maintained
outside of the United States the foreign banking institutions and
foreign securities depositories designated on Schedule A hereto ("foreign
sub-custodians"). Upon receipt of "Proper Instructions," as defined in
Section 2.17, together with a certified resolution of the Trust's Board
of Trustees, Schedule A hereto may be amended from time to time to
designate additional foreign banking institutions and foreign securities
depositories to act as sub-custodians. Upon receipt of Proper
Instructions from the Trust, the Custodian shall cease the employment
of any one or more of such sub-custodians for maintaining custody of
the Trust's assets.
16.2 Assets to be Held.
The Custodian shall limit the securities and other assets
maintained in the custody of the foreign sub-custodians to: (a) "foreign
16
securities," as defined in paragraph (c)(1) of Rule 17f-5 under the
Investment Company Act of 1940, and (b) cash and cash equivalents in
such amounts as the Custodian or the Trust may determine to be
reasonably necessary to effect the Trust's foreign securities
transactions.
16.3 Foreign Securities Depositories.
Except as may otherwise be agreed upon in writing by the Custodian
and the Trust, assets of the Trust shall be maintained in foreign
securities depositories designated on Schedule A hereto only through
arrangements implemented by the foreign banking institutions serving as
sub-custodians pursuant to the terms hereof.
16.4 Segregation of Securities.
The Custodian shall identify on its books as belonging to a Fund
the foreign securities held for the Fund by each foreign sub-custodian.
Each agreement pursuant to which the Custodian employs a foreign
banking institution shall require that such institution establish a
custody account (as defined in Exhibit 1 and hereinafter referred to as
"Account") for the Custodian on behalf of the Trust and physically
segregate in that Account, securities and other assets held for the Fund
and, in the event that such institution deposits the Trust's securities
in a foreign securities depository, that it shall identify on its books
as belonging to the Custodian, as agent for the Trust, the securities so
deposited.
16.5 Agreements with Foreign Banking Institutions.
Each agreement with a foreign banking institution shall be
substantially in the form set forth in Exhibit 1 hereto and shall
provide in substance that: (a) the foreign banking institution assumes
full responsibility for the acts and obligations of any of its nominees;
(b) the Trust's assets will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the foreign
banking institution or its creditors, except a claim of payment for
their safe custody or administration; (c) beneficial ownership for the
Trust's assets will be freely transferable without the payment of money
or value other than for custody or administration; (d) adequate records
within the meaning of Rule 17f-5(a)(l)(iii)(D) under the Investment
Company Act of 1940 will be maintained identifying the assets as
belonging to the Trust; (e) officers of, or auditors employed by, or
other representatives of, the Custodian, including to the extent
permitted under applicable law the independent public accountants for
the Trust will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with the
Custodian; and (f) assets of the Trust held by the foreign sub-custodian
will be subject only to the instructions of the Custodian or its agents.
17
16.6 Access of Independent Accountant of the Trust.
Upon request of the Trust, the Custodian will use its best efforts
to arrange for the independent accountants of the Trust to be afforded
access to the books and records of any foreign banking institution
employed as a foreign sub-custodian insofar as such books and records
relate to the performance of such foreign banking institution under its
agreement with the Custodian.
16.7 Reports by Custodian.
The Custodian will supply to the Trust from time to time such
statements in respect of the securities and other assets of the Trust
held by foreign sub-custodians as the Trust may reasonably request,
including, but not limited to an identification of entities having
possession of the Trust's securities and other assets and advices or
notifications of any transfers of securities to or from each custodial
account maintained by a foreign banking institution for the Custodian on
behalf of the Trust indicating, as to securities acquired for the Trust,
the identify of the entity having physical possession of such
securities.
16.8 Transactions in Foreign Custody Account.
(a) Notwithstanding any provision of the Custodian Contract to the
contrary, settlement and payment for securities received for the account
of any Fund and delivery of securities maintained for the account of any
Fund may be effected in accordance with the customary or established
securities trading or securities processing practices and procedures in
the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering securities to the purchaser thereof or to
a dealer therefor (or an agent for such purchaser or dealer) against a
receipt with the expectation of receiving later payment for such
securities from such purchaser or dealer.
(b) Securities maintained in the custody of a foreign sub-custodian
may be maintained in the name of such entity's nominee to the same
extent as set forth in Section 2.3 of this Contract and the Trust agrees
to hold any such nominee harmless from any liability as a holder of
record of such securities.
16.9 Liability of Foreign Sub-Custodians.
Each agreement pursuant to which the Custodian employs a foreign
banking institution as a foreign sub-custodian shall require the
institution to exercise reasonable care in the performance of its duties
and to indemnify, and hold harmless, the Custodian and each Account from
and against any loss, damage, cost, expense, liability or claim arising
out of or in connection with the institution's performance of such
obligations. At the election of the Trust, it
18
shall be entitled to be subrogated to the rights of the Custodian with
respect to any claims against a foreign sub-custodian as a consequence
of any such loss, damage, cost, expense, liability or claim if and to
the extent that the Trust has not been made whole for any such loss,
damage, cost, expense liability or claim.
16.10 Liability of Custodian.
The Custodian shall be liable for the acts or omissions of a
foreign sub-custodian to the same extent as set forth in this contract
with respect to sub-custodians generally and, regardless of whether
assets are maintained in the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S. bank as contemplated
by Section 16.12 hereof, the Custodian shall not be liable for any loss,
damage, cost, expense, liability or claim resulting from, or caused by,
nationalization, expropriation, currency restrictions, or acts of war or
terrorism or other causes beyond the control of the Custodian or such
foreign sub-custodian.
16.11 Monitoring Responsibilities.
The Custodian shall furnish annually to the Trust, information
concerning the foreign sub-custodians employed by the Custodian. Such
information shall be of a kind and scope needed to assist the Board of
Trustees in its compliance with Rule 17f-5 under the Investment Company
Act of 1940.
In addition, the Custodian will promptly inform the Trust in the event
that the Custodian learns of a material adverse change in the financial
condition of a foreign sub-custodian or is notified by a foreign banking
institution employed as a foreign sub-custodian that there appears to be
a substantial likelihood that its shareholders' equity will decline
below $200 million (U.S. dollars or the equivalent thereof) or that its
shareholders' equity has declined below $200 million (in each case
computed in accordance with generally accepted U.S. accounting
principles).
16.12 Branches of U.S. Banks.
Except as otherwise set forth in this Article 16, the provisions
hereof shall not apply where the custody of the Trust assets maintained
in a foreign branch of a banking institution that is a "bank" defined
by Section 2(a)(5) of the Investment Company Act of 1940 that meets the
qualification set forth in Section 26(a) of said Act. The appointment
of any such branch as a sub-custodian and the use of a foreign branch of
the custodian shall be governed by Article 1 of this Contract.
17. Non-Liability of Trustees and Shareholders.
Any obligation of the Trust hereunder shall be binding only upon
the assets of the Trust (or the applicable Fund), as provided in the
Agreement and Declaration of Trust of the Trust, and shall not be
binding upon any Trustee,
< > 19
officer, employee, agent or shareholder of the Trust nor upon the assets
held in the account of any other Fund. Neither the authorization of any
action by the Trustees or the shareholders of a Fund, nor the execution
of this Contract on behalf of the Trust shall impose any liability upon
any Trustee or any shareholder. Nothing in this Contract shall protect
any Trustee against any liability to which such Trustee would otherwise
be subject by willful misfeasance, bad faith or gross negligence in the
performance of his duties, or reckless disregard of his obligations and
duties under this Contract.
18. Additional Funds.
In the event that the Trust establishes one or more series of
Shares in addition to the series designated SteinRoe Prime Equities
with respect to which it desires to have Custodian render services as
Custodian under the terms hereof, it shall so notify Custodian in
writing, and if Custodian agrees in writing to provide such services,
such series of Shares shall become a Fund hereunder.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as of
the 3rd day of March, 1987.
STEINROE EQUITY PORTFOLIO
BY: XXXXXXXX X. XXXXXX
Attest: Senior Vice-President
XXXXXXXXX X. XXXXXXX
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
BY:
Attest: Vice President
Assistant Secretary
REVISED
SCHEDULE A TO
CUSTODIAN AGREEMENT
BETWEEN STEINROE EQUITY TRUST
AND
STATE STREET BANK AND TRUST COMPANY
A) Equity Trust:
United Depository: Euroclear (for Eurobonds and Euro dollar
Kingdom CD's only)
Custodian: State Street London Limited
B) International Growth Fund series only:
Austria Depository: Oesterreichischen Kontrollbank
Custodian: Girozentrale und Bank
Belgium Depository: Caisse Interprofessionnelle de Depots et de
Virements de Titres (CIK)
Custodian: Banque Bruxelles Xxxxxxx
Denmark Depository: VP - Centralen
Custodian: Den Danske Bank
France Depository: Societe Interprofessionnelle Pour la
Conservation des Valeurs Mobilieres
Custodian: Credit Commercial de France
Germany Depository: Frankfurter Kassenverein AG
Custodian: Berliner Handels und Frankfurter
Italy Depository: Monte Titoli, S.P.A.
Custodian: Credito Italiano
Switzerland Depository: SEGA
Custodian: Union Bank of Switzerland
Netherlands Depository: Netherlands Clearning Institute for Giro
Securities Deliveries
Custodian: Bank Mees & Hope
C) Special Fund series only:
Australia Custodian: Anz, Ltd.
Acknowledged by State Street Bank: Xxxxx X. Xxxxxxxx
Date: 5/17/88
Exhibit 1
CUSTODIAN AGREEMENT
To:
Gentlemen:
The undersigned ("State Street") hereby requests that you (the Bank)
establish a custody account and a cash account for each
custodian/employee benefit plan identified in the Schedule attached to
this Agreement and each additional account which is identified to this
Agreement. Each such custody or cash account as applicable will be
referred to herein as the "Account" and will be subject to the
following terms and conditions:
1. The Bank shall hold as agent for State Street and shall physically
segregate in the Account such cash, bullion, coin, stocks, shares,
bonds, debentures, notes and other securities and other property
which is delivered to the Bank for that State Street Account (the
"Property").
2. a. Without the prior approval of State Street it will not deposit
securities in any securities depository or utilize a clearing
agency, incorporated or organized under the laws of a country
other than the United States, unless such depository or
clearing house operates the central system for handling of
securities or equivalent book-entries in that country or
operates a transnational system for the central handling of
securities or equivalent book-entries;
b. When securities held for an Account are deposited in a
securities depository or clearing agency by the Bank, the Bank
shall identify on its books as belonging to State Street as
agent for such Account, the securities so deposited.
3. The Bank represents that either:
a. It currently has stockholders' equity in excess of $200
million (U.S. dollars or the equivalent of U.S. dollars
computed in accordance with generally accepted U.S. accounting
principles) and will promptly inform State Street in the event
that there appears to be a substantial likelihood that its
stockholders' equity will decline below $200 million, or in
any event, at such time as its stockholders' equity in fact
declines below $200 million; or
b. It is the subject of an exemptive order issued by the United
States Securities and Exchange Commission, which such order
permits State Street to employ the Bank as a subcustodian,
notwithstanding the fact that the Bank's stockholders' equity
is currently below $200 million or may in the future decline
below $200 million due to currency fluctuation.
4. Upon the written instructions of State Street, as permitted by
Paragraph 8, the Bank is authorized to pay cash from the Account
and to sell, assign, transfer, deliver or exchange, or to purchase
for the Account, any and all stocks, shares, bonds, debentures,
notes and other securities ("Securities"), bullion, coin and any
other property, but only as provided in such written instructions.
The bank shall not be held liable for any act or omission to act
on instructions given or purported to be given should there be any
error in such instructions.
5. Unless the Bank receives written instructions of State Street to
the contrary, the Bank is authorized:
a. To promptly receive and collect all income and principal with
respect to the Property and to credit cash receipts to the
Account;
b. To promptly exchange securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the
exchange of warrants, or other documents of entitlement to
securities, for the securities themselves);
c. To promptly surrender securities at maturity or when called
for redemption upon receiving payment therefor;
d. Whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or
stock split is received for the Account and such rights
entitlement or fractional interest bears an expiration date,
the Bank will endeavor to obtain State Street Bank's
instructions, but should these not be received in time for the
Bank to take timely action, the Bank is authorized to sell
such rights entitlement or fractional interest and to credit
the Account;
e. To hold registered in the name of the nominee of the Bank or
its agent such Securities as are ordinarily held in registered
form;
f. To execute in State Street's name for the account, whenever
the Bank deems it appropriate, such ownership and other
certifies as may be required to obtain the payment of income
from the Property; and
g. To pay or cause to be paid, from the Account any and all taxes
and levies in the nature of taxes imposed on such assets by
any governmental authority and shall use reasonable efforts,
to promptly reclaim any foreign withholding tax relating to
the Account.
6. If the Bank shall receive any proxies, notices, reports or other
communications relative to any of the Securities of the Account in
connection with tender offers, reorganization, mergers,
consolidations, or similar events which may have an impact upon
the issuer thereof, the Bank shall promptly transmit any such
communication to State Street Bank by means as will permit State
Street Bank to take timely action with respect thereto.
7. The Bank is authorized in its discretion to appoint brokers and
agents in connection with the Banks' handling of transactions
relating to the Property provided that any such appointment shall
not relieve the Bank of any of its responsibilities or liabilities
hereunder.
8. Written instructions shall include (i) instructions in writing
signed by such persons as are designated in writing by State
Street; (ii) telex or tested telex instructions of State Street;
(iii) other forms of instruction in computer readable form as
shall be customarily utilized for the transmission of like
information; and (iv) such other forms of communication as from
time to time shall be agreed upon by State Street and the Bank.
9. The Bank shall supply periodic reports with respect to the
safekeeping of assets held by it under this agreement. The
content of such reports shall include but not be limited to any
transfer to or from any account held by the Bank hereunder and
such other information as State Street may reasonably request.
10. In addition to its obligation xxxxxx Section 2B hereof, the Bank
shall maintain such other records a may be necessary to identify
the assets hereunder as belonging to each custodian/employee
benefit plan identified in our Schedule attached to this agreement
and each additional account which is identified to this agreement.
11. The Bank agrees that its books and records relating to its
actions under this Agreement shall be opened to the physical, on-
premises inspection and audit at reasonable times by officers of,
auditors employed by or other representatives of State Street
(including to the extent permitted under _____ law the independent
public accountants for any entity whose Property is being held
hereunder) and shall be retained for such period as shall be
agreed by State Street and the Bank.
12. The Bank shall be entitled to reasonable compensation for its
services and expenses as custodian under this Agreement, as agreed
upon from time to time by the Bank and State Street.
13. The Bank shall exercise reasonable care in the performance of its
duties, as are set forth or contemplated herein or contained in
instructions given to the Bank which are not contrary to this
Agreement, shall maintain adequate insurance and agrees to
indemnify and hold harmless, State Street and each Account from
and against any loss, damage, cost, expense, liability or claim
arising out of or in connection with the Bank's performance of its
obligations hereunder.
14. The bank agrees (i) the property held hereunder is not subject to
any right, charge, security interest, lien or claim of any kind in
favor of the Bank or any of its agents or its creditors except a
claim of payment for their safe custody and administration and
(ii) the beneficial ownership of the property shall be freely
transferable without the payment of money or other value other
than for safe custody or administration.
15. This Agreement may be terminated by the Bank or State Street by
60 days' written notice to the other, sent by registered mail or
express courier. The Bank, upon the date this Agreement
terminates pursuant to notice which has been given in a timely
fashion, shall deliver the Property to the beneficial owner unless
the Bank has received from the beneficial owner 60 days' prior to
the date on which this Agreement is to be terminated written
instructions of State Street specifying the name(s) of the
person(s) to whom the Property shall be delivered.
16. The Bank and State Street shall each use its best efforts to
maintain the confidentially of the property in each Account,
subject, however, to the provisions of any laws requiring the
disclosure of the Property.
17. Unless otherwise specified in this Agreement, all notices with
respect to matters contemplated by this Agreement shall be deemed
duly given when received in writing or by confirmed telex by the
Bank or State Street at their respective addresses set forth
below, or at such other address as to be specified in each case in
a notice similarly given:
To State Street Master Trust Division, Global Custody
STATE STREET BANK AND TRUST COMPANY
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
X.X.X.
To the Bank
18. This Agreement shall be governed by and construed in accordance
with the laws of _______ except to the extent that such laws are
preempted by the laws of the United States of America.
Please acknowledge your agreement to the foregoing by executing a copy
of this letter.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By:_________________________
Vice President
Date: _________________________
Agreed to by:
By: _______________
Date: _____________
0043k/4
ADDENDUM TO CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and Trust
Company (the "Custodian") and SteinRoe Equity Portfolio (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a
Custodian Contract dated March 3, 1987 ( the "Custodian
Contract") governing the terms and conditions under which the
Custodian maintains custody of the securities and other assets of
the Fund; and
WHEREAS, the terms of the Custodian Contract provide for the
maintenance of the Fund's foreign securities and cash incidental
to transactions in such securities, in the custody of certain
foreign banking institutions and foreign securities depositories;
and
WHEREAS, the parties hereto desire to provide for the maintenance
of certain of the Fund's foreign securities and other assets in the
custody of State Street London Limited (the "Trust Company"), a company
incorporated under the laws of the United Kingdom with the power to act
as a trustee and as a custodian of securities;
NOW, THEREFORE, in consideration of the premises and covenant
contained herein, the Custodian and the Fund hereby agree to the
following terms and conditions:
1. The Fund hereby authorizes and instructs the Custodian to
employ the services of Trust Company, as the sub-custodian in the
United Kingdom, to hold securities and other assets of the Fund,
subject to the terms of the Custodian Contract and to the terms and
conditions hereof.
2. The securities to be held by Trust Company shall be limited
to "foreign securities" as defined by paragraph (c)(1) of Rule 17f-5
under the Investment Company Act of 1940 (the "1940 Act").
3. Cash held for the Fund in the United Kingdom shall be
maintained in an interest bearing account established for the Fund
with the Custodian's London branch, which account shall be subject to
the direction of the Custodian, Trust Company or both.
4. The Custodian represents that it has obtained an order from
the Securities and Exchange Commission, pursuant to Section 6(c) of
the 1940 Act, exempting the Custodian and the Fund from the provisions
of Section 17(f) of said Act, to the extent necessary to permit the
securities and other assets of the Fund to be maintained in the custody
of Trust Company pursuant hereto.
5. In delegating custody duties and obligations to Trust Company
as permitted hereunder, the Custodian agrees that it shall not be
relieved of any responsibility to the Fund for any loss due to such
delegation to Trust Company, except such loss as may result from: (a)
political risk (including but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization,
insurrection, civil strike or armed hostilities) or (b) other risk of
loss (excluding bankruptcy or insolvency of Trust Company not caused by
a political risk) for which neither the Custodian nor Trust Company
could be liable (including, but not limited to, losses due to acts of
God, nuclear incident and other losses under circumstances where the
Custodian and the Trust Company have exercised reasonable care).
6. Except as specifically superseded or modified herein, the terms
and conditions of the Custodian Contract shall continue to apply with
full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of the 23rd day
of March, 1987.
STEINROE EQUITY PORTFOLIO
By: XXXXXXXX X. XXXXXX
ATTEST: Senior Vice-President
XXXXXXXXX X. XXXXXXX
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
BY:
Vice President
ATTEST:
Assistant Secretary
AMENDMENT TO CUSTODIAN CONTRACT
BETWEEN STATE STREET BANK AND TRUST COMPANY AND
STEINROE EQUITY PORTFOLIO
Amendment made this 8th day of September, 1987 by and between
State Street Bank (the "Custodian") and SteinRoe Equity Portfolio (the
"Trust").
WHEREAS, the Custodian and the Trust are parties to a Custodian
Contract dated March 3, 1987 (the "Custodian Contract") governing the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Trust;
WHEREAS, the Custodian Contract provides that the Trust is
authorized to issue shares of beneficial interest ("Shares") in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets (any such series being referred
to as a "Fund");
WHEREAS, the Custodian Contract further provides that the Trust
intended to initially offer Shares in one series only designated
SteinRoe Prime Equities;
WHEREAS, the Custodian Contract further provides that in the event
that the Trust establishes one or more series of Shares in addition to
the series designated SteinRoe Prime Equities with respect to which it
desires to have the Custodian render services as Custodian under the
Custodian Contract, it shall so notify the Custodian in writing, and if
the Custodian agrees in writing to provide such services, such series of
Shares shall become a Fund thereunder;
WHEREAS, the Trust has established a series of Shares designated
SteinRoe Growth & Income Fund for which it desires to have the Custodian
render services under the Custodian Contract;
NOW THEREFORE, in consideration of the premises and covenants
contained herein, the Custodian and the Trust hereby agree that the
Custodian shall render services under the terms of the Custodian Contact
for the series of Shares designated SteinRoe Growth & Income Fund and
such series of Shares shall be a Fund thereunder; and
FURTHERMORE, the third paragraph of Article 8 is restated as
follows:
If the Trust requires the Custodian to advance on behalf of the
account of a Fund cash or securities for any purpose or in the
event that the Custodian or its nominee shall incur on behalf
of, or be assessed with respect to, the account of a Fund any
taxes, charges, expenses, assessments, claims or liabilities
in connection with the performance of this Contract, except
such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property
at any time held for the account of such Fund shall be security
therefor and should the Trust fail to repay the Custodian
promptly after receipt of notice of such amount owing, the
Custodian shall be entitled to utilize available cash of such
Fund and to dispose of the assets held for such Fund to the
extent necessary to obtain reimbursement.
IN WITNESS WHEREOF, each of the parties has caused this Amendment
to be executed in its name and behalf by its duly authorized
representative this 8th day of September, 1987.
ATTEST: STEINROE EQUITY PORTFOLIO
XXXXXXXXX X. XXXXXXX By: XXXXXXXX X. XXXXXX
Assistant Secretary Senior Vice-President
ATTEST: STATE STREET BANK AND TRUST COMPANY
XXXXXXX X. XXXXXXX By: XXXXXXX X. XXXXXXXXX, XX.
Assistant Secretary Vice President
SteinRoe Mutual Funds
X.X. Xxx 0000, Xxxxxxx, Xxxxxxxx 00000
December 31, 1987
Xx. Xxxxx Xxxxxxxx
State Street Bank and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Re: SteinRoe Equity Trust
Dear Xxxxx:
This letter serves to confirm that we have authorized State Street
Bank & Trust Company to serve as custodian for SteinRoe Equity Trust
(formerly named SteinRoe Equity Portfolio) assets represented by the
series designated SteinRoe Discovery Food, SteinRoe Universe Fund,
SteinRoe Special Fund, SteinRoe Capital Opportunities, SteinRoe Stock
Fund and SteinRoe Total Return Fund, the fee schedules for which will
be the same as fee schedules for each series' corporate predecessor.
Pursuant to the Custodian Agreement dated March 3, 1987, please
acknowledge authorization by signing and returning the enclosed copy
of this letter to my attention.
Very truly yours,
XXXXXXX XXXXXX XXXXX
Xxxxxxx Xxxxxx Xxxxx
Vice-President and Secretary
Acknowledged By: State Street Bank & Trust Company
X.X. XXXXXXX, Jr.
Vice President
0
XXXXX XXXXXX XXXX AND TRUST COMPANY
ORIGINATING BANK AGREEMENT
FOR AUTOMATED CLEARING HOUSE SERVICES
In consideration of their mutual promises contained herein,
SteinRoe Equity Trust ("Company") and State Street Bank and
Trust Company ("SSB") agree as follows:
1. TERMS. Terms used herein which are defined in the Operating
Rules of the New England Automated Clearing House Association ("the
Association") shall have the same meaning herein as they have under
those Operating Rules.
2. PURPOSE. For the purpose of effecting payment through the
Association, the Company may from time to time initiate electronic
credit and debit entries to and from deposit accounts maintained by
its Receiver at a Receiving Depositor Financial Institution
("Receiving Bank"). Under such a plan, SSB will act as an Originating
Depository Financial Institution ("Originating Bank") for the
electronic debit and credit entries originated by the Company in
accordance with the Operating Rules of the Association.
3. RULES. The company shall comply with and be bound by the
Operating Rules of the Association and the Operating Rules of the
National Automated Clearing House Association as in effect from time
to time. The Company represents and warrants to SSB that it is an
Organization and its Receivers are Organizations as defined in the
Operating Rules of the Association.
4. COMPANY ACCOUNT. The Company shall establish or designate in
writing to SSB the Company Account or Accounts (collectively referred
to as the Company Account) at SSB for the purpose of this Agreement.
The Company shall notify SSB in writing of any change in the
designation of the Company Account. Any electronic debit or credit
entry to the Company Account shall be made on the banking day at SSB
on which the entry to or from the account is made at the Receiving
Bank. SSB may debit the Company Account for any amount payable by the
Company to SSB.
5. AUTHORIZATION BY RECEIVERS. Each of the Company's Receivers
participating in this plan will authorize the Company to initiate
electronic debit entries payable at the Receiving Bank where its
checking account is maintained and will authorize such Bank as the
case may be to honor and pay such debit entries. Each of the
Company's Receivers participating in this plan will also authorize the
Company to initiate electronic credit entries for sums due and payable
to it for deposit at the Receiving Bank where its deposit account is
maintained and will authorize such Bank as the case may be to accept
such credit entries.
6. PREPARATION OF ENTRIES. SSB shall prepare Prenotifications
and Entries (referred to herein collectively as "entries") on the
basis of data provided by the Company. Such data (referred to herein
as "entry data") shall be in the form, have the content, and be
transmitted to SSB as set forth by SSB standards. SSB shall have no
obligation to act on entry data received which does not comply with
SSB standards and SSB shall have no obligation to reverse, adjust, or
stop payment or posting of any such entry data received or any entry
prepared therefrom; provided, however, if requested by Company, SSB
shall not unreasonably refuse to reverse, adjust, or stop payment or
posting of any such entry data received on any entry prepared
therefrom.
2
7. COMPANY AUTHORIZATIONS.
(a) The Company shall provide, on forms supplied by SSB,
certification of signatures of one or more persons authorized by the
Company (an "Authorized Person") to deliver entry data via electronic
tape or disk to SSB on behalf of the Company under this Agreement.
The signature of each Authorized Person shall be certified by the
Secretary of the Company. All such tape or disk entry data shall be
accompanied by a transmittal letter executed by an Authorized Person.
SSB shall be entitled to act (or refrain from acting, if appropriate)
under this Agreement on any signature reasonably believed by SSB to be
that of an Authorized Person. Any writing bearing such a signature
shall be deemed to have been executed by an Authorized Person on
behalf of the Company.
(b) For transmittal of entry data via telephone or terminal
authorization, SSB will provide passwords to the Company. It is the
responsibility of the Company to control password usage and to guard
against unauthorized use of the password. SSB may act upon all entry
data successfully transmitted via usage of the Company's password and
SSB shall have no obligation, responsibility, or liability for entry
data transmitted via unauthorized use of the Company's password.
8. TRANSMITTAL OF ENTRIES AND SETTLEMENT. Except in the case of
entries initiated to accounts maintained with SSB (referred to herein
as "on us entries"), SSB shall transmit entries which comply with the
requirements provided for herein to the Association and settle for
such entries in accordance with the Association's Rules. Where entry
data is received by SSB prior to a deadline set by SSB, SSB shall
transmit the entries prepared from such entry data (other than on us
entries) to the Association prior to the applicable Association
deadline. In the event SSB receives entry data after 5:00 p.m.,
Chicago time, SSB shall have no obligation to transmit the entries
derived therefrom to the Association prior to the Association
deadline. Any SSB deadline may be changed by SSB from time to time on
30 days' prior written notice to the Company.
9. DEBIT ENTRIES
(a) SSB shall credit the Company Account with the amount of each
debit entry transmitted by SSB to the Association. Thereafter, the
Company shall be entitled to withdraw the amount of such credit. In
the event such a debit entry is returned by a Receiving Bank in
accordance with the Operating Rules after SSB has provided such
credit, the Company shall, upon demand, repay SSB the amount of such
entry.
(b) Upon receipt of debit entries at a Receiving Bank, the
payment amounts will be debited to the Receiver's account, provided,
however, that should such Bank be unable or unwilling to make such
charge, it may return the debit entry in accordance with the Operating
Rules of the Association or SSB Operating Procedures, whichever is
applicable.
10. CREDIT ENTRIES.
(a) SSB shall debit the Company Account with the amount of each
credit entry transmitted by SSB to the Association. The Company shall
maintain in the Company Account sufficient immediately-available funds
to pay each credit entry sent to the Association.
3
(b) In the event that there are not sufficient collected funds to
perform the debit, SSB has no obligation to perform the requested
transfer.
(c) SSB shall promptly recredit the Company Account with the
amount of each credit entry (which was a debit to the Company Account)
which is rejected by SSB, and each other credit entry which is
returned by the Receiving Bank, provided that SSB has obtained payment
for the returned entry from such Receiving Bank.
(d) Upon receipt of credit entries at a Receiving Bank, the
payment amounts will be credited to the Receiver's account, provided,
however, that should such Bank be unable or unwilling to make such
credit, it may return the credit entry in accordance with the
Operating Rules of the Association or SSB Operating Procedures,
whichever is applicable. Upon receipt by SSB of the returned credit
entry, the Company account shall be credited with the amount of the
entry.
11. ON US ENTRIES. In the case of on us entries, SSB shall
credit or debit the amount of each such entry to the appropriate
Receiver's account maintained with SSB.
12. REVERSING ENTRIES. SSB shall initiate reversing entries, at
the Company's request, in accordance with the Operating Rules of the
Association; however, SSB does not guarantee that such reversing
entries will be accepted by the Receiving Bank. If a Receiving Bank
does not or cannot accept the reversing entry, SSB shall have no
further obligations to the Company with respect to such reversing
entries, except to notify the Company by telephone followed by written
confirmation.
13. ACCURACY OF ENTRIES. SSB shall not have any responsibility
for the accuracy of any entry furnished by the Company nor shall SSB
be under any duty to furnish advices of entries, or any other
statements to the Receivers concerned, except as otherwise provided by
applicable law or rules. By the act of transmitting entries to SSB,
the Company shall warrant to SSB that the Company has full right to
use and deal with the funds represented by those entries. SSB may act
upon an entry provided by the Company regardless of the medium by
which the entry is transmitted to SSB, including the Company's entries
that will be communicated by the Company to SSB as a result of
telephone authorization. SSB may rely upon the authenticity and
accuracy of communications made to SSB on behalf of the Company. SSB
shall not be responsible nor liable for acting upon, in good faith,
any communication for debit or credit or other entries believed by it
to be genuine, but that were not authorized by the Company; provided
that SSB has acted in accordance with its own procedures and all
applicable rules.
14. BANK LIABILITY. Notwithstanding any provision to the
contrary contained herein, SSB shall only be liable to the Company
under this Agreement for its failure to exercise ordinary care in
performing the services provided for herein. SSB shall have no
liability or responsibility to the Company with regard to any other
matter, including without limitation, any act or omission by the
Association, any other financial institution, the Federal Reserve Bank
of Boston, or any other person or entity. SSB shall have no liability
to the Company for any damages or losses due to strikes, breakdowns or
other nonfunctioning of equipment, impossibility of performance, or
other causes or circumstances beyond SSB's control. In the event that
SSB or its employees shall
4
become liable to the Company for failure to exercise ordinary care,
such liability will be limited to actual damages proved, or the amount
of the entry reduced by the amount which could not have been realized
by the exercise of ordinary care, whichever is less. SSB shall have
no liability to the Company for any consequential or special damages.
15. COMPANY LIABLITY. The Company shall be deemed to make the
same warranties to SSB with respect to both on us entries and other
entries subject to this Agreement as SSB is deemed to make under the
Rules, and SSB shall have no responsibility with respect to the
matters so warranted by Company. In the case of on us entries, such
warranties shall apply as of the time such entries are processed by
SSB. The Company shall indemnify and hold SSB harmless from and
against any and all claims, demands, loss, liability, or expenses
(including attorneys' fees and costs) resulting directly or indirectly
from (a) a breach of any such warranty, (b) the debiting or crediting
of the amount of an entry to the account of any person, as requested
by the Company, (c) the delay of any financial institution other than
SSB in debiting or crediting, or the failure of such institution to
debit or credit the amount of any entry, as requested by the Company,
(d) delay of the Company in initiating or the failure of the Company
to initiate any entry, (e) claims by the Company's receivers with
respect to acts or omissions or claimed acts or omissions of the
Company, (f) claims by any Receiving Bank with respect to acts or
omissions or claimed acts or omissions of the Company, (g) claims by
the Association with respect to acts or omissions or claimed acts or
omissions of the Company, and (h) acts of, or claims by, any person or
entity which receives entry data from the Company and transmits such
data to SSB.
16. COOPERATION. The Company and SSB agree to cooperate
promptly and fully in the investigation of any claim asserted by any
person arising out of this Agreement or the transactions contemplated
thereby.
17. SERVICE FEE. The Company shall pay SSB a service fee which
may be changed from time to time by SSB upon 30 days' prior written
notice to the Company. Such service fee shall be paid in cash or by
any other means agreed upon by the Company and SSB from time to time.
18. HEADINGS. Headings are used for reference only and shall
not be deemed a part of this Agreement.
19. TERMINATION. This Agreement may be terminated either by SSB
or the Company upon 30 days' prior notice in writing. Notwithstanding
such termination, this Agreement shall remain in full force and effect
as to all transactions taking place prior to the termination date.
20. APPLICABLE LAW. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts. In the
event of any conflict between provisions of this Agreement and any
applicable law or regulation, these provisions shall be deemed
modified to the extent, and only to the extent, required to comply
with such law or regulation.
21. ENTIRE AGREEMENT. This Agreement supplements the Custodian
Contract dated February 24, 1986 and its amendments, and together they
embody the entire agreement of the parties with regard to the subject
matter hereof and supersedes all previous negotiations,
representations, and agreements with respect thereof. This Agreement
shall be binding upon the parties hereto and
5
their respective successors and assignees. This Agreement may be
amended only in writing signed by both parties.
22. NON-LIABILITY OF COMPANY AND ITS SHAREHOLDERS. Any
obligation of the Company hereunder shall be binding only upon the
assets of the Company (or the applicable series there) and shall not
be binding upon any trustee, officer, employee, agent, or shareholder
of the Company. Neither the authorization of any action by the
trustees or shareholders of Company nor the execution of this
Agreement on behalf of Company shall impose any liability upon any
trustee or shareholder.
The Company has executed two counterpart originals of this
Agreement. The Company requests that SSB assent to each one, insert
an effective date on each one, and return one to the Company.
This Agreement is effective as of the 4th day of May, 1989.
STEINROE EQUITY TRUST
By: XXXXX X. XXXXXXX Date: May 4, 1989
Title: Chief Executive Officer
STATE STREET BANK AND TRUST COMPANY
By: XXXXXXXX X. XXXXXXX Date: May 30, 1989
Title: Vice President
AMENDMENT TO
CUSTODIAN CONTRACT
Amendment to the Custodian Contract between SteinRoe Invest-
ment Trust, a business trust organized and existing under the laws
of Massachusetts, having a principal place of business at 000 X.
Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (hereinafter called the "Fund"), and
State Street Bank and Trust Company, a Massachusetts trust company,
having its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx
Xxxxxxxxxxxxx 00000 (hereafter called the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian
Contract dated March 3, 1987 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of
credit (the "Letter of Credit") on behalf of the Fund for the benefit
of ICI Mutual Insurance Company (the "Company") in accordance with the
Continuing Letter of Credit and Security Agreement and that the Fund's
obligations to the Custodian with respect to the Letter of Credit
shall be fully collateralized at all times while the Letter of Credit
is outstanding by, among other things, segregated assets of the Fund
equal to 125% of the face amount to the amount of the Letter of
Credit;
WEREAS: the Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions
(as defined in the Custodian Contract); and
2
WHEREAS: The Fund and the Custodian desire to establish a
segregated account to hold the collateral for the Fund's obligations
to the Custodian with respect to the Letter of Credit and to amend the
Custodian Contract to provide for the establishment and maintenance
thereof;
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby amend the
Custodian Contract as follows:
1. Capitalized terms used herein without definition shall have
the meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and
maintain a segregated account (the "Letter of Credit Custody Account")
for and in behalf of the Fund as contemplated by Section 2.13(iv) for
the purpose of collateralizing the Fund's obligations under this
Amendment to the Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian
shall hold in the Letter of Credit Custody Account cash, U.S.
government securities and other high-grade debt securities owned by
the Fund acceptable to the Custodian (collectively "Collateral
Securities") equal to 125% of the face amount to the amount which the
Company may draw under the Letter of Credit. Upon receipt of such
Collateral Securities in the Letter of Credit Custody Account, the
Custodian shall issue the Letter of Credit to the Company.
3
4. The Fund hereby grants to the Custodian a security interest
in the Collateral Securities from time to time in the Letter of Credit
Custody Account (the "Collateral") to secure the performance of the
Fund's obligations to the Custodian with respect to the Letter of
Credit, including, without limitation, under Section 5-114(3) of the
Uniform Commercial Code. The Fund shall register the pledge of
Collateral and execute and deliver to the Custodian such powers and
instruments of assignment as may be requested by the Custodian to
evidence and perfect the limited interest in the Collateral granted
hereby.
5. The Collateral Securities in the Letter of Credit Custody
Account may be substituted or exchanged (including substitutions or
exchanges which increase or decrease the aggregate value of the
Collateral) only pursuant to Proper Instructions from the Fund after
the Fund notifies the Custodian of the contemplated substitution or
exchange and the Custodian agrees that such substitution or exchange
is acceptable to the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the
Custodian to the Company, the Custodian may withdraw from the Letter
of Credit Custody Account Collateral Securities in an amount equal in
value to the amount actually so paid. The Custodian shall have with
respect to the Collateral so withdrawn all of the
4
rights of a secured credit under the Uniform Commercial Code as
adopted in the Commonwealth of Massachusetts at the time of such
withdrawal and all other rights granted or permitted to it under law.
7. The Custodian will transfer upon receipt all income earned on
the Collateral to the Fund custody account unless the Custodian
receives Proper Instructions from the Fund to the contrary.
8. Upon the drawing by the Company of all amounts which may
become payable to it under the Letter of Credit and the withdrawal of
all Collateral Securities with respect thereto by the Custodian
pursuant to Section 6 hereof, or upon the termination of the Letter of
Credit by the Fund with the written consent of the Company, the
Custodian shall transfer any Collateral Securities then remaining in
the Letter of Credit Custody Account to another fund custody account.
9. Collateral held in the Letter of Credit Custody Account shall
be released only in accordance with the provisions of this Amendment
to Custodian Contract. The Collateral shall at all times until
withdrawn pursuant to Section 6 hereof remain the property of the
Fund, subject only to the extent of the interest granted herein to the
Custodian.
10. Notwithstanding any other termination of the Custodian
Contract, the Custodian Contract shall remain in full force and effect
with respect to the Letter of Credit
5
Custody Account until transfer of all Collateral Securities pursuant
to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation
for its issuance of the Letter of Credit and for its services in
connection with the Letter of Credit Custody Account as agreed upon
from time to time between the Fund and the Custodian.
12. The Custodian Contract as amended hereby, shall be governed
by, and construed and interpreted under, the laws of the Commonwealth
of Massachusetts.
13. The parties agree to execute and deliver all such further
documents and instruments and to take such further action as may be
required to carry out the purposes of the Custodian Contract, as
amended hereby.
14. Except as provided in this Amendment to the Custody
Contract, the Custodian Contract shall remain in full force and
effect, without amendment or modification, and all applicable
provisions of the Custodian Contract, as amended hereby, including,
without limitation, Section 8 thereof, shall govern the Letter of
Credit Custody Account and the rights and obligations of the Fund and
the Custodian under this Amendment to Custodian Contract. No
provision of this Amendment to Custodian Contract shall be deemed to
constitute a waiver of any rights of the Custodian under the Custodian
Contract or under law.
6
IN WITNESS WHEREOF, each of the parties has caused this amendment
to the Custodian Contract to be executed in its name and behalf by its
duly authorized representatives and its seal to be hereunder affixed
as of the 31st day of January, 1990.
STEINROE INVESTMENT TRUST
BY: XXXXXXXX X. XXXXXX
Attest: Senior Vice-President
By: XXXXXXX XXXXXX XXXXX
Secretary
STATE STREET BANK AND TRUST COMPANY
BY: X.X. XXXXXXX, JR.
Attest: Vice President
By: X. XXXXXXX
Assistant Secretary
1
AMENDMENT
TO CUSTODIAN CONTRACT
The Custodian Contract dated MARCH 3, 1987 between
SteinRoe Investment Trust (the "Trust") and State Street Bank and
Trust Company (the "Custodian") is hereby amended as follows:
I. Section 2.1 is amended to read as follows:
"Holding Securities. The Custodian shall hold and
physically segregate for the account of each Fund all non-cash
property, including all securities, owned by the Trust and
allocated to that Fund, other than (a) securities which are
maintained pursuant to Section 2.12 in a clearing agency which
acts as a securities depository or in a book- entry system
authorized by the U.S. Department of the Treasury, collectively
referred to herein as "Securities System" and (b) commercial
paper of an issuer for which the Custodian acts as issuing and
paying agent ("Direct Paper") which is deposited and/or
maintained in the Direct Paper System of the Custodian pursuant to
Section 2.12.A."
II. Section 2.2 is amended to read, in relevant part, as
follows:
"Delivery of Securities. The Custodian shall release and
deliver securities owned by the Trust, held for the account of a
Fund, held either (i) by the Custodian, (ii) in a Securities
System account of the Custodian, or (iii) in the Custodian's
Direct Paper book entry system account ("Direct Paper System
Account") only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties,
and only in the following cases:
(1) Upon sale of such securities for the account of the Fund
and receipt of payment therefor;
2
(2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered
into by the Trust;
(3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Section 2.12
hereof;
(4) To the depository agent in connection with tender or
other similar offers for portfolio securities of the
Fund;
(5) To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or
other consideration is to be delivered to the Custodian;
(6) To the issuer thereof, or its agent, for transfer into
the name of the Trust or into the name of any nominee or
nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 2.11 or
into the name or nominee name of any subcustodian
appointed pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other evidence
presenting the same aggregate face amount or number of
units; provided that, in such case, the new securities
are to be delivered to the Custodian and will be held by
the Custodian for the account of the Fund;
(7) To the broker selling the same for examination in
accordance with the "street delivery" custom;
(8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization,
or readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new
3
securities and cash, if any, are to be delivered to the
Custodian and will be held by the Custodian for the
account of the Fund;
(9) In the case of warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim
receipts or temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian and will be held by the Custodian for the
account of the Fund;
(10) For delivery in connection with any loans of securities
made by the Trust from the Fund's portfolio, but only
against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Trust, which
may be in the form of cash or obligations issued by the
United States government, its agencies or
instrumentalities, except that in connection with any
loans for which collateral is to be credited to the
Custodian's account in the book-entry system authorized
by the U.S. Department of the Treasury, the Custodian
will not be held liable or responsible for the delivery
of securities owned by the Trust prior to the receipt of
such collateral;
(11) For delivery as security in connection with any
borrowings by the Trust requiring a pledge of assets in
the Fund's portfolio, but only against receipt of amounts
borrowed;
(12) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-
dealer, relating to compliance with the rules of The
Options Clearing Corporation and of any registered
national securities exchange, or of any similar
4
organization or organizations, regarding escrow or other
arrangements in connection with options transactions by
the Trust;
(13) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian, and a Futures
Commission Merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of
the Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or
organizations, regarding account deposits in connection
with futures transactions by the Trust for the account of
the Fund;
(14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Trust, for delivery to such
Transfer Agent or to the holders of Shares of the Fund in
connection with distributions in kind, as may be
described from time to time in the Fund's currently
effective prospectus and statement of additional
information ("prospectus"), in satisfaction of requests
by holders of Shares of the Fund for repurchase or
redemption;
(15) For delivery in connection with any reverse repurchase
agreement entered into by the Trust with respect to the
Fund, but only against receipt for the account of the
Fund of the amount payable by the other party to the
agreement;
(16) For any other proper purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a
resolution of the Board of Trustees or of the Executive
Committee signed by an officer of the Trust and certified
by the Secretary or an Assistant Secretary, specifying
the securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such
purposes to be proper purposes, and naming the person or
persons to whom delivery of such securities shall be
made; and
5
(17) In the case of a sale effected through the Direct Paper
System of the Custodian, in accordance with the
provisions of Section 2.12.A hereof."
III. Section 2.8(1) is amended to read, in relevant part, as
follows:
"Payment of Trust Moneys. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall pay out Trust
moneys held in a Fund's account in the following cases only:
(1) Upon purchase of securities, options, futures contracts
or options on futures contracts for the account of the
Fund but only (a) against the delivery of such
securities, or evidence of title to such options, futures
contracts or options on futures contracts, to the
Custodian (or any bank, banking firm or trust company
doing business in the United States or abroad which is
qualified under the Investment Company Act of 1940, as
amended, to act as a custodian and has been designated by
the Custodian as its agent for this propose) registered
in the name of the Trust or in the name of a nominee of
the Custodian referred to in Section 2.3 hereof or in
proper form for transfer; (b) in the case of a purchase
effected through a Securities System, in accordance with
the conditions set forth Section 2.12 hereof; (c) in the
case of a purchase involving the Direct Paper System, in
accordance with the conditions set forth in Section
2.12.A; or (d) in the case of repurchase agreements
entered into between the Trust (on behalf of the Fund)
and the Custodian, or another bank, or a broker-dealer,
(i) against delivery of the securities either in
certificate form or through an entry crediting the
Custodian's segregated non-proprietary account
6
at the Federal Reserve Bank with such securities or (ii)
against delivery of the receipt evidencing purchase by
the Trust of securities owned by the Custodian along with
written evidence of the agreement by the Custodian to
repurchase such securities from the Trust."
IV. Following Section 2.12, there is inserted a new Section
2.12.A to read as follows:
"2.12.A. Trust Assets held in the Custodian's Direct Paper
System. The Custodian may deposit and/or maintain securities
owned by the Trust, held for the account of a Fund, in the Direct
Paper System of the Custodian subject to the following provisions:
(1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper
Instructions;
(2) The Custodian may keep securities of the Fund in the
Direct Paper System only if such securities are
represented in an account ("Account") of the Custodian in
the Direct Paper System which shall not include any
assets of the Custodian other than assets held as a
fiduciary, custodian, or otherwise for customers;
(3) The records of the Custodian with respect to securities
of the Fund which are maintained in the Direct Paper
System shall identify by book-entry those securities
belonging to the Fund;
(4) The Custodian shall pay for securities purchased for the
account of the Fund upon the making of an entry on the
records of the Custodian to reflect such payment and
transfer of securities to the account of the Fund. The
Custodian shall transfer securities sold for the account
of the Fund upon the making of an entry on the
7
records of the Custodian to reflect such transfer and
receipt of payment for the account of the Fund;
(5) The Custodian shall furnish the Trust confirmation of
each transfer to or from the account of the Fund, in the
form of a written advice or notice, of Direct Paper on
the next business day following such transfer and shall
furnish to the Trust copies of daily transaction sheets
reflecting each day's transactions in the Securities
System for the account of the Fund; and
(6) The Custodian shall provide the Trust with any report on
its system of internal accounting controls as the Trust
may reasonably request from time to time."
V. Section 9 is hereby amended to read as follows:
"Effective Period, Termination and Amendment. This Contract
shall become effective as of its execution, shall continue in full
force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and
may be terminated by either party by an instrument in writing
delivered or mailed, postage prepaid to the other party, such
termination to take effect not sooner than thirty (30) days after
the date of such delivery or mailing; provided, however that the
Custodian shall not act under Section 2.12 hereof in the absence
of receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of Trustees of the Trust has
approved the initial use of a particular Securities System and the
receipt of an annual certificate of the Secretary or an Assistant
Secretary that the Board of Trustees has reviewed the use by the
Trust of such Securities system, as required in each case by Rule
17f-4 under the Investment Company Act of 1940, as amended, and
that the Custodian shall not act under Section 2.12.A hereof in
the absence of receipt of an initial certificate of
8
the Secretary or an Assistant Secretary that the Board of Trustees
has approved the initial use of the Direct Paper System and the
receipt of an annual certificate of the Secretary or an Assistant
Secretary that the Board of Trustees has reviewed the use by the
Trust of the Direct Paper System; provided further, however, that
the Trust shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or
any provision of its Agreement and Declaration of Trust, and
further provided, that the Trust may at any time by action of its
Board of Trustees (i) substitute another bank or trust company for
the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the
event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening
of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Trust shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements."
Except as otherwise expressly amended and modified herein,
the provisions of the Custodian Contract shall remain in full
force and effect.
IN WITNESS WHREOF, each of the parties hereto has caused this
amendment to be executed in its name and on its behalf by its duly
authorized representatives and its Seal to be hereto affixed as of
the 29th day of October, 1992.
STEINROE INVESTMENT TRUST
By: XXXXXXXX X. XXXXXX
ATTEST: Senior Vice-President
XXXXXXX XXXXXX XXXXX
Secretary
STATE STREET BANK AND TRUST COMPANY
BY: XXXXXXX X. XXXXXXXX
Vice President
ATTEST:
XXXXXXXXX XXXXXX
Assistant Secretary
[STATE STEET LOGO]
Xxxxx Xxx & Xxxxxxx Funds
STEINROE INCOME TRUST
SteinRoe Cash Reserves
SteinRoe Government Reserves
SteinRoe Government Income Fund
SteinRoe Intermediate Bond Fund
SteinRoe Income Fund
SteinRoe Limited Maturity Income Fund
STEINROE INVESTMENT TRUST
SteinRoe Prime Equities
SteinRoe Total Return Fund
SteinRoe Stock Fund
SteinRoe Special Fund
SteinRoe Capital Opportunities Fund
SteinRoe International Fund
XxxxxXxx Xxxxx Investors Fund
STEINROE MUNICIPAL TRUST
SteinRoe Municipal Money Market Fund
SteinRoe Intermediate Municipals
SteinRoe Managed Municipals
SteinRoe High-Yield Municipals
A Custody only service has been established between Xxxxx Xxx &
Farnham on behalf of the SteinRoe Funds and State Street Bank. This
fee schedule will become effective upon the change from a Full Service
to a Custody only relationship for each individual fund. The
effective dates for each fund are as follows:
March 8, 1994 SteinRoe International Fund (7123) New Fund
April 1, 1994 SteinRoe Stock Fund (7103)
SteinRoe Capital Opportunities Fund (7104)
SteinRoe Total Return Fund(7105)
SteinRoe Special Fund (7106)
SteinRoe Prime Equities (7111)
May 1, 1994 SteinRoe Cash Reserves (7102)
SteinRoe Government Reserves (7109)
XxxxxXxx Xxxxx Investors Fund (7124) New Fund
June 1, 1994 SteinRoe Income Fund (7118)
SteinRoe Limited Maturity Income Fund (7122)
July 1, 1994 SteinRoe Government Income Fund (7116)
The remaining five SteinRoe funds will continue to be billed under the
old fee schedule until their conversion to custody only service.
*Notes* Outgoing wires will continue to be billed at $3.50. This
will remain in effect until November, 1994.
Payments for custody services are due 15 days after receipt of
the invoices and will be charged against the fund's custodian checking
account. In the event SRF has a question on an invoice, payment is
due 5 days after inquiries are responded to.
Xxxxx Xxx & Farnham State Street Bank and Trust
XXXX X. XXXXXXXXXXX XXXXX X. XXXXXXXXX
Senior Vice President Vice President
8/15/94 8/4/94
[STATE STREET LOGO]
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
STEINROE INCOME TRUST
STEINROE INVESTMENT TRUST
STEINROE MUNICIPAL TRUST
STEINROE VARIABLE INVESTMENT TRUST
I. ADMINISTRATION
Domestic Custody Service: Maintain custody of fund assets. Settle
portfolio purchases and sales. Report buy and sell fails. Determine
and collect portfolio income. Make cash disbursements and report cash
transactions. Monitor corporate actions. Report portfolio positions.
ANNUAL FEES
Based on the Total Domestic Assets of LFC Utilities Trust, the
SteinRoe No-Load Funds and the SteinRoe Variable Investment Trust
Funds for which State Street Bank and Trust is custodian. Fees to be
pro-rated per portfolio.
First $5 Billion .75 Basis points
Next $5 Billion .65 Basis points
Excess .55 Basis points
Monthly Minimum for New Funds introduced after July 1, 1994
$750.00 per month
II. GLOBAL CUSTODY
Maintain custody of fund assets. Settle portfolio purchases and
sales. Report buy and sell fails. Determine and collect portfolio
income Make cash disbursements and report cash transactions in local
and base currency. Withhold foreign taxes. File foreign tax
reclaims. Monitor corporate actions. Report portfolio positions.
Group A Group B Group C Group D Group E
------- ------- ------- ------- -------
Austria Australia Denmark Indonesia Argentina
Belgium Hong Kong Finland Philippines Bangladesh
Canada Netherlands France Portugal Brazil
Euroclear New Zealand Ireland Korea Chile
Germany Singapore Italy Spain China
Japan South Africa Luxembourg Sri-Lanka Columbia
Switzerland Malaysia Sweden Cypress
Mexico Taiwan Greece
Norway Hungary
Thailand India
U.K. Israel
Pakistan
Peru
Turkey
Uruguary
Venezuela
A. Asset Charge: (basis points) - based on market value in each
country
Group A Group B Group C Group D Group E
------- ------- ------- ------- -------
First $50 Million 5 8 12 25 40
Next $ 50 Million 4.5 6 10 22 30
Over $100 Million 4 5 8 18 25
B. Global Transaction Charges: (in dollars)
$25.00 $40.00 $55.00 $70.00 $150.00
III. PORTFOLIO TRANSACTIONS
State Street Bank Repos No charge
DTC or Fed Book Entry $9.00
New York Physical Settlements $25.00
Physical Maturities - delivery and collection fees $33.00
PTC Purchase, Sale, Deposit or Withdrawal $9.00
All Other Trades $16.00
IV. OPTIONS
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration for each option written or
closing contract, per issues, per broker $15.00
Option exercised charge for each option written,
per issue, per broker $15.00
V. LENDING OF SECURITIES
Deliver loaned securities versus cash collateral $20.00
Deliver loaned securities versus securities collateral $30.00
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of loaned
securities $15.00
Deliver securities collateral versus receipt of
loaned securities $25.00
Loan administration - xxxx-to-market per day,
per loan $ 3.00
VI. FUTURES AND NON-EQUITY OPTIONS
Collateral Segregation $ 6.00
VII. COUPON BONDS
Monitoring for calls and processing coupons for
each coupon issue held--monthly charge $ 5.00
VIII. PRINCIPAL REDUCTION PAYMENTS
Per pay down $ 7.00
IX. DIVIDEND CHARGES
For items held at the Request of Traders over
record date in Street Form $50.00
X. FDIC INSURANCE
22 basis points on average gross balances.
XI. BALANCE CREDIT
A balance credit will be applied against the fees outlines in
sections I through X above equal to 75% of the 90 Treasury Xxxx Rate
in effect on the last Monday of the month, adjusted to a monthly
basis, times the average daily domestic cash balance available to the
fund for investment.
XII. SPECIAL SERVICES
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments
and the preparation of special reports will be subject to negotiation.
Fees for automated pricing, yield calculation and other special items
will be negotiated separately.
XIII. OUT-OF-POCKET EXPENSES
A billing for the recovery of applicable out-of-pocket expenses
will be made as of the end of each month. Out-of-pocket expenses
include, but are not limited to the following:
- Telephone
- Wire Charges ($5.25 in and $5 out)
- Postage and Insurance
- Courier Service
- Duplicating
- Legal Fees
- Supplies Related to Fund Records
- Rush Transfer ($8 each)
- Sub-custodian Charges
- Price Waterhouse Audit Letter
- Federal Reserve Fee for Return
Check items over $2,500 ($4.25 each)
- Securities Transfer - $15.00 Each
XIV. PAYMENT
The above fees will be charged against the fund's custodian
checking account fifteen (15) days after the invoice is mailed to the
fund's offices.
STEINROE INCOME TRUST STATE STREET BANK AND TRUST COMPANY
STEINROE INVESTMENT TRUST
STEINROE MUNICIPAL TRUST
STEINROE VARIABLE INVESTMENT TRUST
By: XXXX X. XXXXXXXXXXX BY: XXXXX X. XXXXXXXXX
Title: Senior Vice-President Title: Vice President
Date: 5/8/95 Date: May 4, 1995
